Heroes and Soldiers
by Captin Morgan92
Summary: Master Chief, The rookie, Dutch, Buck, Romeo, Avery and Miranda Keyes arrive in the Marvel Universe in the recently upgraded Forward Unto Dawn. They discover super heroes, The Avengers, and S.H.I.E.L.D on this Earth. They do their best to adjust to the new time period and do the universe some good during their unplanned stay. If it means fighting along Earth's mightiest heroes...
1. Upgrades

_**A/N: Hello fellow readers. This right here is a Halo and Marvel crossover. Inspired by Land of Heroes by Harbringer Of Kaos and Noble Spartans, Noble Heroes by free man writer. Not as experienced as them but I will try and make this a great story. Halo plot is like Land of heroes and Noble Heroes, Noble Spartans where they meet forerunner AI and they get upgrades to ship and forerunner AI comes along. Also not going to know every little bit of detail in marvel and events in the marvel universe :'( and stuff but I will try. "Let us begin!" -Gravemind/Combat Form?**_

 _ **DISCLAIMER: I do not own The Avengers and Shield and all those other superheroes in marvel. Halo is also not own by me. Halo is owned my Microsoft. 343I creates the game.**_

* * *

In space is half of Forward Unto Dawn. The occupants of the ship aren't aware that they are nearing a planet. A Forerunner planet to be precise. Inside the ship are Spartan 117/Master Chief, Rookie, Romeo, Dutch, Buck, Johnson, Miranda Keyes are in cryo sleep. Johnson and Miranda are deceased while the rest are very much alive. They've been resting in the capsules ever since the events of The Ark. The ODSTs were ordered to stay on the ship due to Johnson's orders.

The ship is nearing the planet and Cortana detects it due to the ships sensors. Cortana wakes is cryo members to inform them of the planet. The cryo tubes give a hiss then the members start stirring from their cyro slumber. Chief is the first one to be fully aware of what happened and opens the hatch and climbs out of the cryo tube. The floor gives a sudden creak due to his weight.

"Cortana what's the situation?" Chief asks his A.I companion. Cortana has been with Chief since the first Halo or installation 04 to be more precise. They share a bond and understand each other. They suffered so much together but Cortana suffered the most from the Gravemind.

"Chief I detect a planet nearby. We should prep a pelican and investigate it." Cortana informs Master Chief. Chief gives a simple nod and turns to the other occupants who have risen are putting on their armor. Buck is the first to ask Chief what's going on only to receive an answer from Cortana instead. She informs them of the planet and the plan to investigate it and they all nod in agreement.

Soon Rookie, Dutch, Buck, Chief, and Cortana make their way to an empty pelican where they start it up. It starts with a hum and later ascends and blasts off to it's destination.

* * *

 _Unknown Planet_

Soon they arrive at the unfamiliar planet. Master Chief exits the vehicles first followed by the ODSTs. The ODSTs soon join Master Chief and have their weapons ready for any unknown contact. Rookie with his M7 caseless SMG with the suppressor along with the M6 magnum also with a suppressor, Buck with his MA5 and M6 magnum, Romeo with his SRS99-AM and a M6 magnum, Dutch with his Spartan Laser and M7 SMG with a supressor, and Master Chief sporting the MA5 and BR55.

"So Chief what's the plan?" Buck asks as they make their way to a cliff. Once they make it there, Chief motions them to halt. He uses his built-in magnifying system to zoom in and what he saw baffled him. It was a city. A deserted city. The buildings look human but faint markings and its structure clearly show whoever constructed them based off ancient human designs. Inside his helmet he converses with Cortana turning off external speakers so the Troopers don't hear him.

"Cortana, what am I looking at?" Chief asks the A.I. His A.I most of the time has the answers to anything by accessing data but she has no clue.

"No idea John, we should make our way into the city, see if there's anyone there." Cortana suggests while Chief nods in agreement. He turns to the Troopers and begins his orders.

"In the distance there is a Ctiy, looks human but the design isn't. We will make our way into the city and you follow suit." John orders the troopers. The troopers nod and follow John. Once they reach there they see that it's clearly a deserted city. No life signs no nothing. Nada. They make their way through the streets noting the building's design as they pass. John with his improved hearing from augmentation hears a sound of a missile heading their way.

"MOVE!" John bellows to the Troopers but he's too late. The missile strikes close and everyone of them even John loses consciousness. Moments later Forerunner robots come by and carry them to an unknown location.

When John wakes up he is blinded by a bright light. Moments later the light dies down and it takes a while for his vision to become clear. It's to be noted that he isn't wearing his armor. Then a sound of a door opening to his right reaches his ears. He turns right a sees a figure looking similar like 343 guilty spark except its eyes — or eye in this case — is green. The monitor makes his way to John.

"Hello reclaimer! I am Green bias, monitor of the Forerunner planet. I have been programmed to watch over this planet and I apologize for the attack. I was not aware of your presence. I have to take measures to ensure the safety of this planet." Green bias says apologetically. John accepts his apology and sits up on the bed.

"Where's my team Green?" John asks the Forerunner A.I.

"Ah, you mean the other reclaimers, correct?" Green bias asks John. John gives a simple nod.

"They are in the other room reclaimer, though they have woken up much earlier than you did and are currently conversing with your A.I construct. Please, do come. We have much to discuss." John plops down off the bed and follows Green to the other room. There, he is greeted by the sight of the helljumpers in armor with their helmets off and Cortana talking to them. Soon they turn their attention to John and Cortana follows suit.

"Good to see you awake, Chief. We thought you were a goner." Cortana said with a smile on her face. The others chuckle much to chief's annoyance.

"Alright we need to focus on the matter at hand." John spoke sternly. The troopers nod in agreement.

"Oh, alright, Chief," Cortana pouts, "Green would you like to do the honors?" Cortana asks the Forerunner A.I.

"It would be a pleasure, construct." Green answers before facing John and continuing, "Reclaimer, you are currently on the Forerunner planet Vigilance II. On this planet I have been tasked to watch over it. Any reclaimers who wish for help I would be happy to assist as it is my duty. If you shall need my assistance, a simple beckoning is all it will take, and I would be honored to." Green explains to John. John, meanwhile, is thinking then has an idea.

"Green, is there any way that you can repair our ship?" John asks while the others are catching on.

"Yes I can, Reclaimer. But I will need a blueprint of the ship before I can repair it and add Forerunner technology that is if you wish to do so." Green asks then adds, "I can also improve your companion's armor and your armor with the help of your construct if you wish." John turns to the ODSTs who nod in approval and turns back to Green.

"I accept." He tells Green. Cortana then shows Green the schematics and blueprint of the ship. Green sends sentinels varying from super sentinels to variations of sentinels used for construction and others used to take the vehicles and weapons out of the ship to the ship in space or half a ship in space to disassemble it and take it down to the planet.

"Reclaimers, please note that the building of the ship will take at least 3 months at most. The sentinels will take out the vehicles and weapons you have on the ship if you have any. This process should last 2 days due to their speed. Please enjoy your stay on Vigilance II. Also, I will assist to make improvements to your weapons and vehicles using our technology if that is of no bother to you all. Scans have shown your armor and weapons to be a class two."

 _2 ½ months in_

In the training room is Master Chief and the ODSTs testing their new weapons improved by Forerunner technology. Their weapons have new bullets that deal more damage than the regular rounds. Varying from Shredder rounds to Forerunner rounds. John's armor is upgraded and is more effective than before. The shield recharge rate is faster and the shields can withstand more than ever. On the other hand the ODSTs armor have received major upgrading thanks to Forerunner tech. Now they have energy shields and can withstand half of what the MJOLNIR armor would withstand. Their helmets are still the ODST but the HUD and upgrades are that similar of Spartan armor. The armor overall is similar to the MJOLNIR almost better than it. They might not have the augmentation and reaction time skills as the Spartans but their armor helps them run faster at a speed compared to a Spartan. They also bio-huragok in their system which allows the ODSTs and Spartan to communicate one another. The bio-huragok also helps them heal much faster. Still, the ODSTs are pleased with the results. Later Cortana walks in with a grin on her face much to Spartan and ODSTs confusion.

"I have a surprise for you all." Cortana said in a sing song voice.

"What is it Cortana?" John asks confused. Then he hears that oh so familiar voice.

"It's us Chief." A voice said behind Cortana. The Spartan and ODSTs being shocked would be an understatement. There, standing in front of them, is the supposed dead Sergeant Major: Avery Johnson

"Sergeant Major?!" Dutch says in shock. "But you're supposed to be KIA!"

"I know, trooper, but not today." Avery grins and pulls out a cigarette from seemingly thin air and began to light it. Romeo then speaks up.

"Wait you said 'Us' the hell that supposed to mean?" Romeo questions Avery. Then another person they believed to be KIA walked right in. Commander Miranda Keyes.

"That means me, trooper." Miranda replies. Everyone quickly gets over their shock and quickly salutes Miranda.

"Commander!" They said in unison. Miranda chuckles and then says, "At ease, Marines." Then they drop their salute.

"So how are you both alive?" Buck asks in curiosity. The others have similar thoughts.

"You can thank Green for that." Cortana replies to Buck's question. She is grateful and thankful that Green took it upon himself to use Forerunner tech to revive two of her friends.

"Forerunner technology?" John inquires with a raised eyebrow.

"Yup!" Cortana says popping the P in yup. John then turns to the two newcomers.

"Welcome back, Commander Keyes and Sergeant Johnson." Chief greets them.

"Good to be back, Chief." Miranda replies, clearly happy.

"Good to be back in the land of the living." Johnson says, puffing out a thick gust of smoke, getting chuckles out of the Troopers and a small smirk from John.

"So Cortana filled me in on the details. You troopers got armor similar to the Spartans correct?" Miranda inquires and receives a 'Yes Ma'am!' from them and nods, "Also the Forward Unto Dawn is almost down rebuilding correct Cortana?"

"Yes Ma'am." Cortana replies.

"Well, we can relax now the Human-Covenant war is over. Once the ship is done we get back to Earth and report to the UNSC." Commander says while everyone nods in agreement.

* * *

 _3 Months in_

After 3 months since the Team arrived the ship was completely built. It also housed every UNSC vehicle along with Covenant vehicles thanks to Forerunner tech and some samples to recreate them. UNSC vehicles ranging from Cobras to Wolverines to Scorpions to Longswords to Shortswords to Pelicans to Warthogs, etc. The Covenant vehicles housed are Banshees, Phantoms, Ghosts, Wraiths, Revenants, Chopper, Vampire, Locusts, etc. The ship's armory size is increased and houses UNSC and Covenant weapons alike. M90 Shotguns, MA5, M7, M6, and other UNSC weapons are housed. Covenant weapons like the Plasma repeater, Plasma Rifle, Needler, Needler Rifle, Concussion rifle, Plasma pistol, Beam rifle, Gravity Hammer, Spiker, etc. There are also extra UNSC Marine armor and extra ODST BDU such as the CQC or Marksman. The team entered the ship with Green. Green also explains to them that he brought some Forerunner weapons and Vehicles on board. They accepted the gesture and continued on. He explains the UNSC vehicles have received upgrades such as armor upgrades, energy shields on specific vehicles like the Ghost and etc. The crew were pleased with the gesture and gladly accepted it. Soon they make it to the bridge where Miranda sits in her captain's seat. (Um Yeah) while Green explains the upgrades to the ship and weapons on the ship ranging from plasma to bullet weapons to counter anything.

"Green we can't thank you enough for the armor upgrades and rebuilding the ship." Miranda thanked Green.

"It is of no inconvenience, besides it gets lonely here and I should be thanking you for letting me do something challenging. I also inform you that the ship is 3 times that of the original size." Green says casually. Johsnon coughs while smoking.

"Say What?!" Johnson says surprised.

"Yes, I have made the ship 3 times that of the original size so that it can hold more weapons and vehicles." Green explains.

"Well, thanks again Green." Miranda thanks again then gets an idea. "Green would you like to join us on our trip home? You would have nothing here to do." Miranda offers. Green thinks about the offer long and hard with the crew waiting for the asnwer.

"Hmm…I accept since you are a Reclaimer. The copies I left on the planet should suffice during my leap of absence." Green stated while the others sported grins.

"Well Cortana take us home." Miranda orders receiving a 'Yes Ma'am' from her. Soon they enter slipspace but a warning has been activated.

"Green what's happening?" Miranda asks.

"There is a slipspace anomaly and we must pull out before more damage can be done to the ship. We have only sustained minor damage to the shields but we must pull out." Green states. Miranda then orders Cortana to pull them out and she does so. Soon they are at Earth but no the same Earth as Africa looks as good as new much to their shock and the orbital platforms are nowhere in sight.

"The hell?!" Romeo blurted out his shock.

"Cortana get information on Earth now!" Miranda orders. Cortana follows the order and what she finds shocks her.

"I don't think this is our 'Earth' guys." Cortana informs the crew.

"What do ya mean this isn't our Earth?" Dutch asks.

"We may be in an alternate reality and as much as I hate to admit it there are superheroes on earth." She says and shows them pictures of people in costumes fighting. The crew is beyond shocked as they have never been in this situation before.

"Superheroes? Superheroes?! You got to be kidding me!" Buck cried out.

"No, I am not kidding you, Gunny. As much as I don't want to believe it, the information I gathered speak for themselves. This Earth also appears to be in the 21st century, just so you guys know." Romeo then whistles at what appears to be appreciation at one image.

"Hell-o beautiful." Romeo says out loud and the crew turn to him and follow their line of sight. What they see is a female superhero in a skintight costume with blonde flowing hair. Dutch stifles a laughter while Buck elbows Romeo whispering

"You should ask her out. She will probably break your bones." Buck whispers in a humor like voice. "Shut up Buck." He whispers back.

"What's er name?" Romeo asks in curiosity.

"That would be Ms. Marvel, Lance Corporal. She has superhuman strength and flight and her real name would be Carol Danvers, ex Air Force pilot before a Kree explosion with Captain Marvel their DNA merged and now she is this." Cortana gestures to the screen. "I doubt you will live up to your namesake and impress her."

"Still gonna ask er out Romeo?" Buck asks with a noticeable smirk.

"Shut it Edward." Romeo growls while everyone had amused faces.

"I still have more information to gather so the rest of you should rest up from the shock and you will all have all the info by tomorrow." Cortana cuts in. The rest nod and went to their respective rooms built by Green. Cortana and Green continue to gather data on this new Earth.

* * *

 _ **Alright Chapter 1 is kind of short but I had to get it in. Chapter 2 and up will be relatively longer but they will have a delay due to school and stuff and I have this one other story to work on called Spectacular Secret so you can check that out. N E way hope ya enjoyed this chapter and please leave suggestions and reviews. I'm not one of those people who knows the halo universe and marvel universe so hope you can help me/ I do this for fun kinda on my mind but you know. Hope you all will enjoy the next and the next and the next and so on and so on chapters. Hope this chapter should suffice. Seeya next time.**_

 _ **August 7, 2018 Note: And Jesus Christ, what the hell was I thinking?**_


	2. Feet First Into Hell

_**A/N: Sorry for delay. School and all I only have some time to complete this. Enjoy this chapter.**_

 _ **DISCLAIMER: Marvel characters like Spider-Man and Avengers belong to Marvel Comics and Disney. Halo belongs to Microsoft Studios. I DON'T OWN THESE!**_

* * *

 _Forward Unto Dawn_

 _Next Day_

Inside the Forward Unto Dawn is the UNSC crew consisting of Master Chief, Rookie, Buck, Dutch, Romeo, Avery Johnson, and Miranda Keyes. In the mess hall is the four ODSTs. They were silent. They couldn't believe superheroes exist. They want to know more about this world as much as the rest want to. They were also going over what they learned of their new improvements back on Vigilance II.

* * *

 _Flashback_

"Uh Green?" Buck calls Green bias. Green bias turns to him and greets him.

"Hello reclaimer! Can I be of assistance?" Green greets cheerily. Buck meanwhile, is thinking of how to ask this certain question.

"What's this bio-huragok you put into our body? What does it do?" Buck asks curiously. They never went much into detail about the bio-huragok besides it allows the host to heal faster and communicate telepathically to one another.

"Oh yes, the bio-huragok allows you to heal faster and communicate with one another telepathically. Speaking of huragok, I decided to put some of them on the ship should we encounter technical problems. The sentinals on board shall serve for defense purposes." Green explains. Buck was initially surprised but he then sports a huge grin.

"Well thanks Green. Man you are just so helpful." Buck chuckles. Still, Buck needs to know about the bio-huragok but before he can ask Green cuts him off.

"I also decided to inject Forerunner serum into your body. It enhances your senses as well as your body. It will also enhance your strength. Your strength shall be that of the reclaimer 'Master Chief' only by 75% by my calculations. With the upgrades to the armor with Forerunner technology it increases your strength," Green pauses before continuing, "The serum shall take effect in 3-4 days at most."

To say Buck was shocked was an understatement. Now he and his squad is similar to a Spartan by 75%. This will serve as a major boost in upcoming battles, but unknown to him and the rest, will be against strange opponents.

"Thanks Green? I guess?" Buck thanks the Forerunner AI. He doesn't know what to say. He's still an ODST not a Spartan. Maybe his squad might be the next generation of ODSTs.

"It is of no inconvenience to me reclaimer," Green replies kindly, "though I think you should tell this to the other reclaimers." Buck didn't realize that until Green suggested it.

"Oh, right! All right Green thanks!" Buck calls back while sprinting. He finds his squad and explains to them about the bio-huragok and to their surprise the Forerunner serum. They were as shocked as Buck but they were nonetheless happy. Buck then explains it to John who was initially surprised but grateful. Now he has soldiers who can keep up with him in battle.

"All UNSC personnel report to the bridge for debriefing." Cortana says through the ships speakers. The squad gets up from their table and makes their way to the bridge while chatting.

"Superheroes on this world, is this a joke?" Romeo asks in full seriousness. Though the others couldn't help but agree with him. The term 'Superhero' would be the last word that would ever come to their mind. Now, on this Earth, they find people dressed up in costumes playing hero.

"Can it Romeo," Buck orders, "We'll learn everything in due time. I'll bet we got called up because Cortana and Green found all the info."

"Better be some good explanation." Romeo grumbles along the way. They reach their destination and stride right in. There they find the Chief there along with Miranda and Johnson.

"So, what'cha got for us?" Romeo asks while rubbing his hands. The others are curious as well. They know they're superheroes on this Earth but they don't have an explanation.

"Well, there's superheroes on this Earth so-" Romeo interrupts rudely.

"No shit there's superheroes." Romeo speaks up while Cortana glares daggers and him. Romeo wisely shuts his mouth up.

"As I was saying, there's superheroes on this world along with the group called S.H.I.E.L.D, but we'll get to that later." Everyone has their attention on Cortana and are waiting for the details. ' _Where to start?'_ Cortana thinks privately.

"Alright! First superhero!" Cortana speaks up and shows them a image of a man in a red white and blue suit with a shield with a distinct star in the middle.

"Captain America AKA Steve Rogers, the first super soldier created in World War II. He fought in World War II doing tremendous damage to the Nazis. His last mission involved him piloting an aircraft with bombs that were targeted at all 50 states in America. He Sacrifices himself along with the aircraft to save America." Cortana explains the story of Captain America to the crew. They were surprised that the first super soldier was created in the 20th century. Cortana then went on.

"Mr. Rogers then was found trapped in ice in the 21st century. Now he is the leader of a team called 'The Avengers' that helps keep world peace."

"Why does he still look young?" Romeo asks confused as to why Captain America still looks young even though he dates back to the 1940's.

"Probably the ice he was trapped in helped keep his from. Much like cryosleep." Cortana explains. Everyone nods in understanding and Cortana continues on showing them another image of a man in armor.

"Iron Man, AKA Tony Stark, Billionaire, Playboy, Scientist, Philanthropist, you name it. He created his Iron Man armor himself and powers it with his arc reactor. His main weapon is his repulsor blast which does considerable amount of damage. His colleague Reed Richards or Mr. Fantastic is our best bet for getting back to our reality," Cortana pauses to let the information to sink into them then continues, "His team have dealt with inter-dimensional beings and such and have traveled different dimensions." (Right?) "Anyway Mr. Stark is also apart of the Avengers with Captain America." Cortana then goes on to show an image of a green beast. Before Cortana can continue Dutch interrupts showing his surprise.

"Woah!" Dutch exclaims, "That dude must be stronger than the brutes" Dutch pointed out and in fact he is correct.

"Correct you are Mr. Miles," Cortana then proceeds, "The Hulk, AKA Bruce Banner, is apart of the Avengers as well. His alter-ego is the result of a Gamma Radiation accident that happened to him. His other side comes out when he's upset but mostly when he's angry." Before she can continue Chief stops her with a good question.

"If we are to ever encounter The Hulk, what are his weaknesses should we need to incapacitate him." John asks. The others are curious as well as to how to stop such a beast. Cortana taps lightly on her holographic chin as if thinking which is exactly what she's doing. ' _Hmmm.. Never really thought about it.'_

"Well...from what I can tell his anger allows him to be more stronger, but I don't think there's any weaknesses. Your best bet is to wear him out and if your lucky slip him into unconsciousness. Though the military see him as a weapon." Cortana adds with disgust. John hates going into unknown situations. He's had enough of that already as it is. He would need to figure out the most efficient way to handle the Hulk should it ever come to that. Cortana then shows an image of a man in armor wielding a hammer

"Alright moving on is Thor Odinson, the god of thunder." This comment leaves many baffled. Unfortunately, Johnson smoking a cigarette, coughs up a bunch.

"God of thunder?!" Johnson asks while coughing.

"Trust me Johnson, I was as shocked as you are," Cortanna adds then continues, "Thor, along with Mr. Rogers and Mr. Stark is apart of the Avengers. Though he also juggles 'Midgard's' problems and Asgard's as well." Though two phrases confuse the crew and Cortana can see the confusion on their faces so she explains.

"Through the data that I have been able to collect, Thor's colleagues say he calls Earth Midgard and his home is Asgard, though, I don't know exactly where it's located. He goes on saying that there are nine realms and Midgard or Earth is one of them." Cortana explains.

"Oh, that makes sense." Romeo cuts in. Midgard and Asgard really confused him. Thanks to Cortana's explanation he understands now.

"Anyway, he's also the prince of Asgard and wields MJOLNIR or otherwise known as his hammer." Cortana explains while showing the crew an image of Thor wielding MJOLNIR. Cortana then adds one little detail she missed.

"Thor, by far, is the only one who can lift the hammer due to him being 'worthy' and such. Everyone has tried but only Thor can lift the hammer with ease."

"Like the MJOLNIR armor for the Spartans?" Miranda chimes in. Only Spartans who have survived the augmentation are the only ones who can operate the MJOLNIR armor as others were injured or even killed.

"Yes, like our caveman Chief here, is the only one who can wear the armor. Thor wielding MJOLNIR and the Spartans wearing the MJOLNIR armor are very much similar." Cortana responds to Miranda's inquiry. John, on the outside remains stoic as usual with an unreadable face. Though on the inside he is surprised by the comparison of Thor to his brothers and sisters of the Spartan II program. Though the comparison brings back bad memories of his fellow Spartans suffering during augmentation. As quickly as the memories came he pushed those aside for now.

"Moving on is agents Natasha Romanov and Clint Barton, AKA The Black Widow and Hawkeye. They served as the best S.H.I.E.L.D agents until the Avengers were formed. Now they serve as part Avenger and part S.H.I.E.L.D." Cortana explains to the crew while showing an image of Black Widow and Hawkeye.

"Black Widow is an expert at hand-to-hand combat. She has completed many missions assigned by S.H.I.E.L.D. She also has experience with firearms as well. She is not to be underestimated." Everyone nods in understanding. They once underestimated the Covenant and it cost dearly to them.

"Hawkeye is an expert marksman equipped with a bow and arrow. Some arrows of his are specially designed. He always hits his targets and has the precision and skills to challenge Linda slightly." Cortana jokes with the others chuckling along. They know Linda-058 is the best marksman/sniper, even the elite ODSTs don't stand a chance against her.

"Moving on to the next team is the X-Men." Cortana continues but Romeo just had to cut in.

"Sounds like a weird porno." Romeo jokes before being promptly elbowed by his squad leader.

"Shut it Romeo." Buck orders Romeo who shuts up.

"As I was saying, the X-Men is a group of mutants who are highly discriminated by the public due to their powers or 'gifts' as Charles Xavier describes them. We'll get to Xavier in a minute but the X-Men's leader is Scott Summers or known as Cyclops." Cortana says while showing a man in a suit wearing shades with a belt with an X etched on it.

"His 'gift' is to shoot optic blasts with his eyes which he can't control without these special shades." Cortana explains while pointing at the shades the man is wearing. At first they were confused as to why the man was wearing unique shades. Soon they got their answer and they understood. Without the shades they knew the man can cause extreme damage. Next Cortana shows a picture of a red haired woman manipulating objects.

"Meet Jean Grey or Marvel Girl/Phoenix. She has the ability to manipulate various objects with her mind and is one of the telepathic mutant. She is the wife of Scott Summers or Cyclops as we know him. I advise we tread carefully with her and other telepathic mutants as they can read minds and should they read ours they could discover UNSC secrets, strategies, schematics, whatever you know." Cortana says seriously.

"Understood Cortana, we'll be sure to be careful if we encounter em.' Johnson said with a smirk. Cortana simply shook her head and moved on to the next mutant made out of ice.

"This guy right here is Robert Louis Drake or Iceman obviously. According to the data I received it's said he was the youngest to join the school. His 'gift' is to decrease the temperature of ambient water vapor around his environment freezing them to ice. He is considered on of the most powerful mutants though his fear for losing control limits himself."

Cortana brings up an image of a man with grey and blue fur.

"Dr. Henry Phillip "Hank" McCoy or Beast. He is the scientist of the group and an expert in fields like genetics, physiques, mathematics and such. His 'gift' gives him superhuman strength, speed, reflexes, agility, flexibility, dexterity, coordination, balance, and endurance. He is able to perform tasks with his feet or hands with ease."

The next image Cortana shows is a beautiful woman with dark skin and platinum-blonde hair.

"Woah..." Romeo breathes out. The crew could see the love in his eyes. Thankfully Buck, once again, chides Romeo.

"Cut it Romeo, don't get any ideas." Buck roughly elbows him once again with enough force to shut him.

"Ororo Munroe or Storm as they call her. She has the ability to control weather, so the name fits. She is considered gentle and kind to those who have relations to her. Much like mother nature she can show a nasty side to those who threaten her and her friends and family."

Cortana continues on to show an image of a woman with long brown hair with a white streak in the middle of it wearing a green and yellow skin tight outfit with a leather jacket. ' _Damn..'_ Romeo admires Rogue, ' _Wait, shut it trooper.'_ he mentally chastises himself and then promptly regains his composure.

"This is Anne Marie AKA Rogue. She has a rather rough history, she was chased out her home when her powers first manifested. She has the ability to absorb the life force and memories of the host with just direct skin contact and she can duplicate powers powers of super powered individuals. She was found by mutant terrorist mystique and used to battle many heroes such as the Avengers and X-Men. In one case she absorbed the powers of Ms. Marvel, as I mentioned yesterday, but when the psyches she had absorbed grew too much she sought help from Charles Xavier. The team was rather weary of her but eventually they accepted her," Cortana pauses and decides to stomp on the hopes of Romeo, "she has a unique relationship with the X-Men member called Gambit." The fact however seems to have changed the mood of Romeo from once admiring to that of disappointment. His squad catches it and can't help but chuckle. Romeo grunts in response while glaring at them.

Cortana then shows an image of a man in a brown overcoat covering black and violet shirt, black pants and shin guards, he had a staff and playing cards that are seemingly glowing. The one feature that wast most noticeable to them was his eyes, which his iris were burning red and his slcera were pitch black.

"Speaking of Gambit, or Remy Etienne LeBeau, has the power to convert an objects potential energy into kinetic energy and uses it to his advantage. He is an excellent had to hand fighter due to the fact that his powers grant him greater agility and dexterity, they also render him immune to detection by telepathic means, he is also a very accomplished thief."

Cortana then shows the crew of the last member, a man wearing different uniforms with the same motif, large diamond shape pieces over the eyes, he had metallic claws over his hands that turned out to be coming from his body as evidenced by the images of him fighting out of uniform.

"Finally we have this colorful individual simply called Logan AKA Wolverine, and has quite the interesting file. According to the files his past is unknown even to him, except for the event that has more than left a mark. His mutation grants him the ability to retract three foot long claws that appear above his hands, enhanced senses as well as an accelerated healing factor that heals him of most wounds as well as poisons both natural and not and grants him other benefits such as a long life span, there are ways to circumvent it but they do not last long, however against his will he was enhanced by having his entire skeleton molecularly bonded with the element known as Adamantium, a metal that is said to be virtually indestructible, whether true or not, the answer can only be confirmed by obtaining a sample of it, this special metal allows him to cut through anything except Admantium itself or other objects greater than it such as Captain America's shield. There are some disadvantages with it as the metal renders him highly vulnerable to magnetic and electric attacks, such as the brotherhood leader known as Magneto has literally ripped it out of his body, he later survived and was re enhanced against his will by Apocalypse, he has great resistance to physic attacks, he is known to master any forms of combat, he is a loner though not adverse to work with those he trusts. Still, he has often gotten into conflicts in the team and as well as other heroes for his willingness to cross the line when they do not, as well as authority figures."

"Well," Romeo speaks up rubbing his hands, "Chief and him are going to be such good friends." He sarcastically adds much to the Chief's dismay. Cortana then continues showing on a team of four wearing similar blue skintight suits with a "4" emblem etched on the chest.

"Here we have the Fantastic 4, as I have mentioned earlier." Cortana recalls. This gains the UNSC crew's attention as they remembered that one Reed Richards is their best bet at getting back to their reality.

"Let's start with the elastic rubber band or Reed Richards AKA Mr. Fantastic." Cortana jokes. "Reed Richards and his crew were involved in an accident while exploring in space that granted them their unique abilities. He is considered to be the world's greatest scientist. He was well acquainted in several scientific fields and has made several major discoveries regarding alternate dimensions, time travel, genetics and space exploration. He is probably our ticket home as of right now. He has the ability to stretch and compress to unknown lengths. He can shape his hands into objects and weapons such as maces or hammers and increase his mass for added strength. He is more of a strategist than a front line fighter, and prefers to outmaneuver his enemies rather than face them."

The next image shows an image of a beautiful blonde sporting the similar suit that of Mr. Fantasic. ' _Damn what's with this realities chicks?'_ Romeo thinks to himself.

"This is Susan Storm Richards AKA Invisible Woman. Second of command of the group and often considered the heart and soul of the team, she is the wife of Dr. Richards," Cortana smirks seeing Romeo's mood drop, "as well as a mother to her children Valeria and Franklin, and according to my sources she is considered the most powerful out of all the F4 due to her powers, which is allows her to mentally create and shape psionic force fields, that she uses to either render herself or others completely or partially invisible, hence the name Invisible Woman. She is also able to create or construct different shape and density as long as she maintains concentration."

Cortana then promptly brings up an image of a young man, blonde hair and similar uniform.

"Here we have Jonathan Lowell Spencer Storm AKA the Human torch, younger brother of Susan and is the youngest member of the group. He has a knack for getting into trouble, though he is the only one to never lead the group still he contributes by working on vehicles they use and has a rather complex relationship with the team's muscle The Thing, they shift through hostility and brotherhood depending on the situation. He's also a bit of a womanizer, just a heads up commander." Cortana warns commander receiving a snort in return.

"Capable of engulfing his body in super heated plasma, this grants him flight in oxygen rich environments, he can manipulate external flames as well as absorb and redirect them, and despite his childish antics he has a wide spectrum of knowledge when it comes to his powers making him a rather unique combatant."

The final image shows the last member of the group to be introduced to by Cortana. The figure is rather hulking with orange rock like skin.

"Last but not least, Benjamin Jacob Grimm AKA the Thing. He and Reed Richard's friendship date long back. In college, they first met as roommates. In the past he used to be a street gang member, however his older brother Daniel died as a result of a gang fight thus his choice to change his ways, soon he gained a football scholarship and later several advanced degrees in engineering and joined the Marine Corps, then went on to become a test pilot then later an astronaut for NASA. His physical appearance and abilities are the result of the space exploration accident that occurred to him and the rest of the team. He possesses high levels of superhuman strength, stamina, and resistance to physical injury surviving high levels of impacts that even the Chief's armor could not absorb." This revelation surprises the crew but before a word could be uttered Cortana continues on with the tale.

"On occasion his powers have been removed thus returning him to human form, however despite this he chooses to fight alongside his friends and has also willingly reverted to his monstrous appearance to defend them, he has a long standing rivalry with the being known as the hulk."

"As you said this group has experience with alternate dimensions and inter dimensional travel. It's best we ally ourselves with them and the superhero community if we want a chance to travel back home." Miranda states gathering nods of approval from the rest.

"Anyone one else we should know about Cortana?" Johnson asks. They learned much of the superhero community and it's best if they learn every detail of every superhero on this Earth.

"Oh! I almost forgot!" Cortana smacks her head as a way to chastise herself.

"There's S.H.I.E.L.D or the Strategic Homeland Intervention Enforcement and Logistics Divison. They are a government funded agency lead by Director Nick Fury." Cortana introduces them to S.H.I.E.L.D and shows them an image Nick Fury.

"Nick Fury, Director of Shield, is an international super spy. Knowing things is his gig. Much like us he doesn't like unknowns as much as we do." Cortana voices with the others silently agreeing. The covenant were unknowns but the grunts were predictable the Sangheili and Jiralhanae were unpredictable. The Elites were smarter and fight with honor. The brutes fight with brutality and such rage it left its mark.

"Once we make our appearance, Nick Fury will be doing everything in his power to get some information on us. Thought that is very unlikely." Cortana voices.

Soon the image was discarded and a new one took its place, consisting of a man in a red and blue costume with web designs and a mask with similar web designs and two empty white eyes of where supposedly is where the eyes were supposed to be.

"Finally we have Peter Benjamin Parker AKA Spider-Man. He is known to have started early as a superhero in his teens. According to the info it says he mostly got his powers from a radioactive spider bite that gave him the proportionate strength of a spider, enhanced vison and reflexes, agility, and more flexibility. The reason why he chose to become a superhero is possibly related to his Uncle's death which doesn't have a lot of detail on. Throughout his career he mainly takes out criminals and thugs and occasionally teams up with the big leagues, however he made many enemies throughout his career, most notably Norman Osborn AKA Green Goblin." She says with complete disgust as the others notice as well.

"Norman Osborn has caused a lot of suffering to him. He has a hand in the murder of his first girlfriend Gwen Stacy, clones him making him suffer an identity crisis, and caused his wife, Mary Jane Watson Parker, to have a miscarriage," She pauses before adding a fact that shocks the crew, "He juggles his superhero life, teaching job, photographing for the Daily Bugle, AND making time for his wife and Aunt."

"Damn! That boy is one helluva guy." Johnson adds in his two cents.

"I'll say..how does he handle all that shit?" Romeo asks. Though Cortana also forgot to mention one more detail.

"I don't know, but trust me, other superheroes ask him the same question. I almost forgot," She then adds another fact that shocks them, "He is also viewed as public enemy number one despite him saving New York AND considered a hero by his friends in the superhero community. Most of the hatred is sourced by the Daily Bugle, which ironically he works there."

"Got to give the man some credit, how he hasn't quit and KILLED the Green Goblin son of a bitch is beyond me." Dutch says in awe. The rest silently agreed. If Norman were in their universe he would have been assassinated by the UNSC and a cover up story would be in place. They also don't understand the law system. Men like Norman Osborn are thrown into custody and escapes to cause more damage. If any one of them ever meet that scumbag he will suffer a great deal of punishment from the UNSC crew. Cortana then receives info that something going on in Manhattan.

"Guys, something's going on in Manhattan." Cortana informs them.

"Show us." Miranda commands with Cortana nodding in reply and soon they are shown a broadcast of Manhattan.

" _This is Whitney Chang of the Daily Bugle news. There has been a jailbreak at Riker's island prison. Venom, Carnage, Doctor Octopus, Sandman, Rhino, Shocker, and Electro have escaped the prison. It has been said that they have planned this for some time to get revenge on New York's vigilante Spider-Man. They are now causing major damage to Times Square in hopes of luring out Spider-Man as you can see,"_ then the camera zooms in on the Sinister Six then zooms out and back to Whitney, " _Will Spider-Man stop these criminals? Stay tuned."_ she says before Cortana cuts off the feed. "All right boys you know what to do." Miranda replies with a smirk. The ODSTs and Spartan nod and get geared up. Before they can exit Cortana cuts them off mid stride.

"Oh don't forget to use TTR rounds. We don't want to kill them and have a negative effect on the hero community!" The Troopers and Spartan nod and head out to get geared.

"Oh Dutch!" Cortana grabs his attention while gearing up. Her voice sounding from the helmet he is currently wearing. "Bring a flamethrower, based off intel flame can combat the symbiotes AKA Venom and Carnage." Cortana informs and Dutch does as she says.

Dutch sporting in his unique ODST armor is equipped with the UNSC flamethrower, M6 magnum suppressed and M7 SMG suppressed of course loaded with TTR rounds as to subdue the enemy not kill.

Romeo sporting in his ODST sharpshooter armor and helmet is equipped with SRS99-AM Sniper Rifle loaded with TTR rounds and bringing a 20 magazines, M6 Magnum suppressed, and four frag grenades.

Buck sporting his ODST armor and helmet is equipped with his MA5C loaded with TTR rounds and bringing extra magazines in case, BR55 with TTR, and four plasma grenades.

Rookie in his ODST armor is equipped with his M7 SMG suppressed, Type-51 Carbine (Covenant Carbine for those who don't know), Gravity hammer, and four spike grenades. He can handle the weight due to the Forerunner serum but when he found out that he, for some unknown reason, is stronger, faster, has better reflex timing, than the other ODSTs of the Forerunner serum. Now he is on par with about everything with John. Though he doesn't have spartan time like John, not that he was complaining.

Finally Master Chief in his newly designed armor, built to last longer than the old and a few upgrades to it. Namely energy shields have a much higher tolerance level before it gives out and recharges faster. He is equipped with the Gravity Hammer, Dual wielding Type-25 plasma rifles, MA5C, and a bubbles shield.

The ODST armor on board and currently equipped on the ODSTs have energy shields but slightly weaker than John's. The armor increases their strength as well much like MJOLNIR. The armor has many capabilities such as active camouflage which can be activated for a total 5-6 minutes before requiring to recharge in 3 minutes. It also sports more storage for ammo, biofoam, morphine, and other supplies that would come in handy in combat.

The troopers and Spartan make their way to the drop pod area. They can use as many drop pods as they can due to the fact that Green explained with all the Forerunner alloy on the ship thanks to the ship being 3 times larger than before, they recreate the drop pod in a few hours. First he needs the blueprints and schematics then he orders the construction sentinals to get to work.

Once the group makes their way to their pods the place their weapons inside and sit. The pod door closes and a sound of a hum is heard. Then the Dawn positions itself to where the position is, which is New York Manhattan Times Square. The pods rotate (H3: ODST remember?) to give the passengers a view of Earth. Romeo can't help but comment.

"Much more beautiful than I remembered it being." Romeo comments. The others silently agree.

Master Chief in his pod feels a slight cold feeling in the back of his head, informing him of the presence of his A.I. companion Cortana.

"Feeling okay John?" Cortana asks concerned. It's been while since they have been in combat. This will be the first time in ages.

"I'm fine Cortana. You should focus on getting us down without trouble though." Chief informs Cortana. Cortana goes on and does just that. The two screens on the pod show Buck on the left and Cortana on the right.

" _Troopers we are green, and very, very mean!"_ Buck says through his pod. The others received the answer but gave no word.

" _Pods launching in three...two...one...DROP!"_ Cortana informs them of the drop sequence. The pods then drop off the Dawn and make their way to Times Square.

* * *

 _New York Manhattan_

 _With Spider-Man_

Swinging through New York is Spider-Man who just got out of the Bugle and is heading his way towards Times Square.

"Stupid JJ and his rantings about Spider-Man, geez when will I get a break?" Spidey mumbles to himself.

"Hey web-head where you going?" A familiar voice calls out behind him. Spidey stops mid swing and lands on the wall then turning around to face his best friend the Human Torch.

"Oh hey Johnny!" Spidey greets cheerily, "What'cha doing out here?"

"Oh you know, cooling off but you know that never works with me." Johnny jokes as he gestures to his flaming body.

"Whatever hot head." Spidey quips, "Just making my way to Times Square to beat up the Sinister Six, AGAIN." Spidey groans.

"Mind if I tag along?" Johnny asks.

"Sure, now that I think about it if you didn't come along I might be bored. Its the same old dance." He quips then soon web swings towards Times Square with Torch not following too far behind. They make it to the top of the building looking for the Sinister Six and Spidey spots them while pointing at them.

"There!" Spidey points down to where the Sinister Six are. Then he and Johnny hear the sound of an engine, or something falling out of the sky. They look up to see five objects on fire heading directly for times square.

"The hell?!" Johnny exclaims while looking at the objects more closely. They were both confused at this point.

* * *

 _With the Sinister Six_

"Ah hell its the Iron Man." Shocker groans while hearing a thruster like sound.

"We'll death wtihhhhhhh Ironnnnnn Brat" Venom hisses with Carnage agreeing. Doctor Octopus looks up and finds out what's making the noise.

"No you bafoons! Up there!" He says pointing at five objects coming their way.

"The hell are those?!" Rhino asks confused.

"Whatever it is, its coming in fast!" Sandman points out to the others. They soon choose to be none the wiser and retreat but still keep an eye on the objects. They retreat away from the landing zone but not taking cover. They stand back and watch the pods hit the ground.

 _THUNK THUNK_

 _THUNK THUNK_

 _THUNK_

The smoke reveals five pods that landed not too far from each other. The villains look confused of the situation. Without question the hatch of the main pod, without warning, launched outwards towards the villains who ducked to avoid getting hit. They soon got themselves to stand up and look at the hatch less pod. What they see shocks them.

Stepping out the pod is a seven foot man decked in armor and with weapons unknown to them. On his back is a hammer of some sort and on two of his hips (Don't know where they put the dual wield plasma rifles. Sorry?) is a weapon of unknown sorts. In his hands is a weapon of unknown design but clearly human. Without another warning, the hatches to the other pods, one by one, fly outward and four more figures in different armor. Instead of the green and black color they saw on the Chief they saw Black as the main color and each one sported a different secondary color. They also had similar helmets on but they were different than the Chief's. Dutch had a shark design on his helmet with orange as his secondary color, Buck is wearing standard ODST armor with the white design on top of his helmet. Romeo is wearing the ODST sharpshooter armor with the color blue on his chest plate and on his left shoulder is a shoulder armor design with white and blue. Rookie is also in standard ODST armor. He also has white as the secondary color. The villains see dutch holding a flamethrower of unknown design and a pistol on his hip, and a SMG on his back thanks to the new armor sporting Magnets to carry weapons on the back. The sight of the flamethrower to the symbiotes worries them but just as quickly as that worry came they recomposed themselves. They see Buck holding the same weapon Chief is holding. He also has another weapon on his back with a scope. They turn to the Rookie who has a hammer of some sort on his back much like the Chief, He also has an SMG on his hip but he is holding a weapon that is unknown to them. They see four spike like objects on his utility belt but unknown to them is a grenade. They then see Romeo who is holding a Sniper Rifle, and a pistol on the right side of his right leg. The seven foot all behemoth intimidated the Sinister Six. Said man spoke up.

"Get down on the ground and put your hands behind your head." He spoke with a tone of authority to his voice. They could easily see that this guy is not playing around.

"HA! What'cha going to do noobies?" Shocker mocks them, though he doesn't get a reaction out of them.

"I will order you one more time to get down on the ground and put your hands behind your head or you will suffer the consequences." Chief warned them, but to no avail.

"Then make us noobies, lets see what'cha got." Shocker finishes as he gets into a fighting stance while the other follow suit.

Inside Chief's helmet he is privately conversing with Cortana.

"*Sigh* They're not going to surrender peacefully aren't they?" He said to Cortana not out of anger but exasperation.

" _Nope, now let's give em hell."_ Cortana replied to John's comment.

"Give the troopers the signal." Chief ordered.

" _Roger."_ Cortana responded then went away to inform the Troopers to get ready for a fight. The troopers got the message all at once and nodded. Buck gave out a morale boost to his troopers.

"ALL RIGHT TROOPERS! LET'S GIVE EM HELL LIKE WE GO FEET FIRST INTO HELL!" Buck shouted to the Troopers, the villains heard due to him shouting. Buck received an 'OOH RAH' from all of his troopers except for Rookie who gave a nod. They raised their weapons ready for a fight, though they are armed with Tactical Training Rounds so they should not hurt the villains. However, Dutch has his flamethrower in both hands and marches up to the front. He soon tests out the flamethrower in front of the villains who are far enough to not be harmed but they could feel the intense heat, especially Carnage and Venom who were really worried. Dutch sprayed a few flames to test it out. Once satisfied, he got into a ready position. Romeo checks his Sniper Rifle before getting in aiming position. Rookie readies his Carbine and hefts it up his shoulder with his finger on the trigger. He's ordered to use the Carbine on the Rhino due to his thick hide. Buck readies his MA5 while Chief does the same. If Dutch doesn't have success on the symbiotes then Chief will use the plasma rifles to burn the symbiotes due to the heat the plasma gives, but first he will use it on Sandman as to superheat him. The villains were slightly panicked before readying. Before they could charge Spider-Man and the Human Torch come in first and attack. They didn't see it coming until now. Spider-Man strikes Doc Ock with a quick punch to the face before narrowly dodging each of his tentacles attacks.

"Shit! It's the damn bug!" Shocker exclaimed.

"Oh, dang nabit its the darn shAHcker." Spidey mocks his accent.

"Don't you mock me boy!" Shocker shouts, infuriated that Spider-Man mocked him. He readies his two gauntlets but before anyone could bat an eye the Spartan made his way to Shocker at such speed only Quicksilver can follow. He gets up in front of Shocker and with both hands grabs his gauntlet and crushes it in his hands. He's mindful about how much force he puts into that so that he doesn't cripple Shocker but the force causes extreme pain to Shocker.

"AGHHHHH!" He screams in agony as the force the Spartan squeeze could have likely crushed his hands if it weren't for him holding back his strength, but nevertheless it caused extreme pain. While Spider-Man is fighting Doc Ock, Torch is currently fighting Electro.

"Hold still you Human Twerp!" Shocker says while firing strands of electricity at Torch but none hitting him.

"Ha! Too slow!" Torch laughs but it infuriates Max.

"Shut up and DIE!" He shouts at Torch. Meanwhile Dutch makes his way to Carnage and Venom with his flamethrower in hand.

"So? Who wants to say hello to my little friend?" Dutch asks the two of them. Venom and Carnage are slowly becoming fearful of the heat. They could just feel the heat from the nozzle. Carnage regains his composure.

"HAHAHA! More people to kill! Oh goody!" Carnage exclaims all giddy, though this does not effect Dutch at all. He's seen worst with the Human-Covenant war and he is an ODST.

"I wouldn't say such words to my friend here." Dutch chastises before sending a burst of flames to Carnage who screamed in agony.

"AGHHHHHH!" Carnage lets out a horrified screech that bothered Venom, who luckily moved out the way in time. The symbiote can be seen peeling off Casady from the extreme heat in hopes of surviving. The flames stop and the symbiote slowly engulfs Casady once again. Dutch then decides to play with the villain.

"Oh shit, i'm out of ammo!" Dutch fake panics. Carnage and Venom hear this and sport sinister grins on their faces.

"Well then...it's been fun but i'm just impatient for a killing." Carnage chuckles darkly. Under the helmet Dutch is grinning.

"Oh...I read the counter wrong, still have some flame left," Dutch adds casually while the two symbiotes pale, "time to burn some fresh meat." Dutch then spews flames towards the symbiotes. The symbiotes let out a shriek of pain so loud it catches the heroes and villain's attention.

"Oh shit." Rhino lets out. He is shocked by the sight he sees in front of him. Two of the symbiotes were down and all that's left is their host. The alien symbiote was burned and decimated due to the intense heat of the flamethrower. Lying there is Eddie Brock and Cletus Cassady unconscious with Dutch victorious with his flamethrower. The others get over their shock and start fighting again. Spidey is dodging tentacles left and right coming Doc Ock. Torch is dodging electric blasts from electro, said villain was getting frustrated with each blast that misses.

"Your dead! You HEAR ME! YOUR DEAD!" Electro shouts to the Human Torch.

"Miss me, miss me, now you gotta kiss me." Human Torch laughs while dodging the blasts and Electro more infuriated than ever.

"DIE YOU SON OF A BITCH!" Electro exclaims gathering power and sending a huge blast towards Torch who isn't fast enough to dodge it. However, the Chief steps in front of Torch and absorbs the blast with his energy shields flickering.

" _Shields 85% John."_ Cortana informs John. He nods then takes off faster than anyone could see, stands in front of Electro who is completely shocked by the speed. Chief then proceeds to lift Max by his chin with his power fading.

"What!? Ho-how?!" Electro manages to gasp out as John drains his energy.

"My armor is absorbing your power." Chief simply replies and tossing an unconscious Electro to the side. Johnny decides to join Dutch taking down Sandman. Sandman was slowly turning into glass with Dutch's flamethrower. With Johnny's help they speed up the process and soon Sandman was out.

"Nice job kid." Dutch congratulated Johnny while patting him on the back. Johnny frowns, he dislikes being called a kid.

"I'm not a kid." Johnny folds his arms while Dutch ignores the comment. Dutch and Johnny join Rookie, Romeo, and Buck in taking down Rhino. Johnny notices Rhino is breathing heavily with several bullet wounds in his hide. He also notices blood drip from one of the wounds.

"YOU….FUCKERS….ARE...DEAD..!" Rhino shouts at them while taking breaths in between. Rookie's carbine did most of the damage to the Rhino. The MA5 from Buck didn't do any damage with the TTR rounds so he switched it to live penetration rounds which did a considerable amount of damage. Romeo had the same situation and switched up rounds. His marksman skills allow him to hit every time, the training on Vigilance II also improved his skills dramatically. With deadly precision he fired at weak points of the supposed body. The rounds penetrated the hide without a problem and wounded the Rhino. Rookie then charges at Rhino with his hammer in hand with such speed it shocks the Rhino and Torch. Rookie takes a swing of the Gravity Hammer and hits the Rhino's arm, breaking it. The Rhino roars in pain, and soon his ass meets the concrete as Rookie does a leg sweep. He takes out his M6 magnum suppressor and takes out the live rounds and replaces it with tranq rounds. Torch notices this and quickly gets in front of him.

"Woah! Dude!" Torch exclaims, "You don't have to kill him you know?" then Rhino cuts in.

"When I...heal….your dead….you FUCKERS!" Rhino manages to breath out while sucking in air. Soon Buck, Dutch, and Romeo come next to Johnny but they don't say anything. Rookie then shrugs then quickly shoots the tranquilizer round to Rhino's exposed face.

"HOLY SHIT YOU KILLED HIM!" Johnny shouts in shock. Rookie shakes his head and points towards his rising and falling chest. Johnny looks to where he's pointing and sighs with relief.

"That was a tranquilizer round Mr. Storm." Buck explains to Johnny. Johnny was sure he killed the rhino and to his relief he didn't. They all turn themselves to the ongoing fight with Doc Ock, Spider-Man and Master Chief. Johnny was about to help his friend before an arm that belongs to Dutch stops him.

"Relax kiddo, they got this." Dutch says confidently to Johnny who reluctantly agreed. Rookie and Romeo kept watch of the unconscious villains while Johnny, Dutch, and Buck watch the fight.

 _With Spider-Man and Master Chief_

Spidey was having trouble with Ock, that is, until the Chief came along. He pretty much took it over from there.

"You fools are no match for the superior doctor!" Ock exclaims, confident that he will achieve victory.

"If by 'superior' do you mean superior dumb doctor, or a superior moron doctor?" Spidey quips while back flipping over an incoming tentacle.

"Shut up Arachnid!" Ock shouts, furiously sending his tentacles quickly to Spidey who couldn't dodge the last strike and was sent flying back.

"Oof!" Spidey grunts while a tentacle hit him. He sits up and sees the situation. Master Chief with his hammer in hand, and on the opposite side of him is a smug Doctor Octopus.

"Fool! You can not defeat the might of Doctor Octopus!" Ock exclaims. Though Chief decides to have Doctor Octopus surrender peacefully or be severely injured.

"This is your last chance Otto Octavious. Surrender now or face the consequences." Chief says in a commanding voice. Though Ock ignores the command and simply charges the Chief head on with Chief following suit. Spidey recovers and tries to hold back the Spartan with his webs, but to his and Johnny's shock, a orange glow appeared where his webs were supposed to strike, leaving his webs incinerated.

' _Holy Hell! Personal Shields! Neither Tony or Reed have the technology to do that!'_ Spidey thought in awe.

The energy shields also shocked Otto, forcing him to slow down, though that was a mistake. The Chief swings his hammer at Ock, striking him and knocking him unconscious.

Johnny joins Spidey to help him.

"Dude you all right?" Johnny asks concerned as he could see Spidey is a bit torn up.

"I'm fine Johnny, though I don't think our criminals are." Spidey stated while surveying the unconscious villains. Johnny silently agreed to that.

"Dude I thought they killed Rhino but it was only a tranquilizer round that guy put in his gun." Johnny informs Peter while pointing to Rookie. The UNSC crew soon make their way to the injured civilians and officers. Chief finds a officer with a wound and asks him if he could help. The officer reluctantly agreed then Chief applies bio-foam causing the officer to hiss in pain from it, but only for a second before he thanks the Spartan. The ODSTs does the same, applying bio-foam to anyone who requires it, and giving UNSC painkillers to those with broken arms or legs. The civilians voice their thanks and received nods from the crew. The troopers and John soon join Johnny and Peter.

"Thanks for the help, wherever you came from." Peter thanks the soldiers. Before the soldiers could respond to the thanks, the media arrives. Peter leans into Johnny whispering,

"Keep the media busy while I talk with these guys." Peter orders Johnny since he knows Johnny is popular among the media.

"Are you sure? You might be in trouble." Johnny asks concerned for his best friend.

"I'll be fine, my spider-sense will warn me, now go." Peter reassures with Johnny reluctantly leaving to the media. Peter then turns to the soldiers.

"So, uh? Who are you and where did you come from?" but before they could answer five explosions were heard gathering the media's attention.

"What was that?!" Peter asks aloud, while on high alert. ' _My spider-sense isn't going off...'_ he thought confused.

"Those were our rides here." John simply replies to Peter and adds, "they were to self-destruct, should the technology we possess fall into the wrong hands." Peter then understands and turns to the soldiers expecting an answer.

"All that aside, to answer your question, I am Spartan-117 or my comrades call me Chief or Master Cheif." John tells Spider-Man.

"So who are you guys?" Spidey asks the four troopers while pointing at each of them. Buck steps up and answers his question. Back on the Dawn, the ODSTs decided to have a codename for each other like Noble Team.

"I am Alpha-1, leader of my ODST squad." Buck replied. (See what I did. Alpha Nine and Alpha-1? Like Noble team with Noble 1 you know?) Dutch then Stepped forward introducing his self.

"I am Alpha-3, heavy weapons specialist of my squad." Dutch introduces himself. Next Romeo steps up.

"I am Alpha-2, Marksman of my squad." Romeo introduced himself. Last but not least is Rookie.

"I am Alpha-4, Rookie of the squad." Rookie simply says. (OH MY GOD HIS FIRST WORDS! WOWWOWOWO!)

Peter nodded then recalled one of them saying something that confused him.

"ODST?" He asked curious as to know what it stands for.

"You will learn in due time, and we are not your enemies." John stated before Cortana suggests something interesting.

"Spider-Man, could we ask you for a favor?"

"Sure go ahead."

"As I said before we are not your enemies, so we would like you to spread the word around the hero community to not come looking for us, as we will give answers in due time." John requested Spider-Man kindly.

"Okay...but why me though?" Peter asks curious.

"Based on Intel, you are known superhero and would make a great messenger." John replied answering his question.

"Makes sense." Peter nodded then they were attacked by the media. It wasn't easy but they made their way out of the media. The Spartan and Helljumpers used their thrusters that were built into their suits to reach a rooftop with Spider-Man and Human Torch following.

"I believe this where we part ways Spider-Man." Chief stated holding out his hand for him to shake. Without hesitation Spidey shakes his hand and shaking the rest's hands with Human Torch reluctantly shaking due to them having no remorse about using lethal force. The UNSC crew were surrounded by a blue light before disappearing leaving a gobsmacked Spidey and Torch. Spidey regains his composure.

"Well, that's the weirdest thing I've seen." Spidey thought aloud with Johnny agreeing. They make their way to the Baxter building for Spidey to deliver the message.

 _On board the Dawn_

In a flash, the Spartan and helljumpers appeared on the dawn. There they find Miranda in front of them and instantly salute.

"Mission accomplished Ma'am!" They simultaneously replied to the commander.

"At ease men," Miranda says causing the others to drop their salute, "Good work on taking out the supervillains." She congratulated. Cortana then appeared in front of John.

"Commander, we have told Spider-Man to pass along a message to the superhero community to not search for us." Cortana informs the commander.

"Good work Cortana, we are not ready to reveal ourselves to them yet, but nonetheless we will have to eventually if we ever want to get back home." The others nod in agreement before the Commander informs them of surprising news.

"While you guys were engaging the supervillains, me and Green have created your identities for this Earth and bought you all a fairly large house that should fit you all." she then added, "We entered your real names into the database. It's up to you if you choose to use your nicknames or not. Chief, your name is John Mendez Halsey, a mixture of Dr. Halsey and Chief Mendez." Miranda told John with a smile.

"Thank you commander." Chief replied. Dutch's name is Taylor H. Miles, Romeo's name is Kojo Agu, Buck's name is Edward Buck, and Rookie's name is Nate Stacker. (Made Rookie's name up)

* * *

 _Baxter Building_ "...and then he requested that I deliver this message to you guys so that you don't look for him. He says he and his team do not plan to be a threat to us." Spidey finishes the story to the Fantastic Four, who is next to him, and the Avengers and X-Men on the 50 inch plasma screen. With the Avengers is Iron Man, Ms. Marvel, She-Hulk, Hawkeye, and Captain America. With the X-Men is Xavier, Storm, Rogue, Cyclops, Jean Grey, Kitty, and Logan.

"And you said their technology was more advanced than mine?" Tony asks curiously.

"Yeah! They had personal energy shields! You guys haven't invented that, unless your keeping secrets from me." Peter pouts under his mask.

"No, we haven't been able to create armor with energy shields." Tony replies with the News on said on topic on in the backround. "I managed to snag some bullets from the scene before Fury but from what I saw, there were no flaws in them what so ever." Tony adds shocking many of them.

"Are you sure? Not at least one flaw?" Reed Richards asks baffled by the shocking revelation.

"Yes, I'm sure. I made sure over and over again and the results speak for themselves." Tony replies to Reed.

"Spider-Man, this Spartan and ODSTs you encountered with Johnny, what kind of weaponry did they have?" Captain America cut in. The others were curious to know as well.

"Well, one dude had a flamethrower and a pistol, another had a rifle of unknown design and another rifle on his back, one had a sniper and a pistol, another had a alien weapon I think and a hammer, and the tall one had a rifle and a hammer. They also had grenades but they never used them." Peter listed off remembering the details he saw.

"What do you make of this Steve?" Carol asked.

"Hmm..." Steve tapped his chin in thought, "They are clearly military but they aren't with S.H.I.E.L.D." Cap said.

"I say we find them before they become a problem." Logan cuts in with his gruff voice.

"I don't think they would like that Logan and with their superior technology they could cause a problem for us." Reed explained to Logan.

"That's what I'm sayin' if some Black Ops finds them and recruits them, they could be a problem for us." Logan states.

"What's do we do about the Spartan and ODSTs Cap?" Jen asks awaiting for an answer. It takes Steve awhile but then he finally answers.

"We give them the benefit of doubt for now, should they become a problem we go search for them." Steve replied. They all agreed except for Logan who walked up grumbling.

"*sigh* I'll go talk some sense to him." Kitty said before leaving chasing after Logan.

"So, do we all agree to give them the benefit of doubt, except for Logan?" Cap questioned the others receiving a nod from them all. "Then it's settled." Cap stated firmly. ' _Wonder if that marksman of the ODST is better than me'_ Hawkeye thought curiously.

"The Fantastic 4 will report any strange activity regarding to our mysterious friends." Reed spoke with his team nodding in agreement.

"Well guys, its been fun but I gotta get home to MJ or else I won't hear the end of it." Peter states.

"Tell MJ I said Hi." Susan told Peter.

"I'll be sure to tell her." Peter replied smiling. At that moment Ben Grimm took the moment to use the bathroom, in which a certain Johnny Storm purposefully removed all the toilet paper in there. Soon a shout was heard from the bathroom causing Johnny to laugh.

"Hey Sue, I'm gonna go with Pete now see ya!" Johnny quickly says before taking off after Spider-Man. Sue shakes her head at his brother's antics.

 _Two weeks later_

The ODSTs and Spartan settled into their home. Since they arrived, Chief and the helljumpers have been eyed appreciatively by the females they pass by in their unique vehicle. The ODSTs and John felt more comfortable driving a vehicle they were familiar with. So, Cortana had made a Warthog with the turret and doors, as law required. Their vehicle has received many awed looks from people. They have never seen such a vehicle and the UNSC soldiers were frequently asked where they got it from, and in response they say it was a custom job. Later, Johnson joined with the soldiers. He as well received looks from the female. Many females have tried their luck on them but they brush them aside politely as to not offend them. The war has taken a toll on them in which they never had time to have a relationship aside from Buck who once had one with Veronica Dare. Surprisingly, Romeo has politely brushed off many woman who come up to him with specific intentions. He may have talked about women a lot and their looks but the war took its toll on him. So much death and glassed planets really didn't give him time for a relationship as well. Miranda soon joined with the crew. Johnson and her were also more comfortable driving a warthog than a civilian vehicle. They were satisfied with the results of the custom made warthog.

Many women found John's pale complexion, lack of words, weird but it gives him an exotic look. The scars also make him look more exotic along with his fit body, though he ignores the hungry looks from them.

Rookie has a noticeable scar running down on the bottom right eye down to his cheek. Women find it disturbing but it just adds to his attractiveness. He sports a black hair with a military cut. He remains stoic, much like John. Both Rookie and John are similar in many ways. For one, they never had to deal with females. They also felt comfortable without all the attention.

Buck, who is mistaken to be Nathan Fillion on many occasions. He, like the rest, pushes aside the hungry looks he gets from many females. His only Relationship is with Veronica Dare. Sure, he misses her, but she's an ONI officer which puts a strain on their relationship, but he's moved past that already. The soldiers, on the outside, look comfortable with the looks, but on the inside are extremely uncomfortable. Dropping from high orbit, they're comfortable. Hungry looks from woman, eh, not so much.

Dutch suffers the same fate as the rest. Ever since he's been an Orbital Drop Shock Trooper he didn't have to deal with this stuff. With his mighty build, thanks to the Forerunner serum, has garnered looks of interest from many. Some observe him while others approach him in hopes of succeeding in which all fail. They seek Miranda for tips on how to obtain the men, with the identity of being the Sister, it really isn't a surprise. Miranda Decides to give them tips much to the crew's annoyance.

Romeo seems to be the one who has little problem with communicating with civilians. Cortana was actually considering having Romeo teach the other troopers and John how to act in a public environment. Though, Romeo also ignores the looks he gets. No matter how attractive the women are, he kindly brushes them off much to their disappointment.

Johnson fared better than the rest. He's made many friends due to his nature. He also gathered looks of interest among the women but brushes them off.

Miranda gathers looks among the Men as well, with lust, desire, or just plain perverse. She ignores that, thanks to her training in the UNSC. They have yet to meet the other superheroes out of armor. What they don't know is that meeting them will happen sooner than they think.

* * *

 _ **A/N: Done! I had to 'borrow' words from land of the heroes cause I don't know a lot of the X-Men. I know them but I don't know how to describe their powers. Anyway hope you enjoyed this chapter. If you have any better names for Alpha-1 and stuff suggest it. Please Review so that I can make this better. Also trying to be original too. I might have missed some details. Sorry.**_


	3. 1st Encounter

_**A/N: Well here's a new chapter. I'm trying to be as original as possible. The plot was convenient because well, it's easier to add covenant weapons and vehicles while making sense. Sorry for the delay.**_

 _ **DISCLAIMER: I don't own Marvel or Halo. They belong to their respective owners.**_

* * *

 _New York City_

The Rookie, Chief, and Dutch make their way through the city's streets. Their ride, the M12 LRV or the Warthog without the turret, has garnered looks varying from admiration, awe, envy, and surprise. John is currently driving at the moment with Rookie in the passenger seat and Dutch on the back. They're riding in the variant of the Warthog with no doors, exposing the crew but they were fine with that. The Warthog had its military colors removed and currently is colored black with a bit of yellow. The ride looks impressive to say the least. They were making their way to a restaurant while having a conversation along the way.

"You guys don't seem to have a problem accepting that superheroes actually exist." Dutch starts the conversation. Rookie and John raise on eyebrow but John answers first.

"At first I didn't accept it but after some time, I learned to live with it." John plainly answers. The idea of superheroes would be the last thing that would come to his mind. During the war, there were no superheroes or mutants or superpowers, only heroes, John being one of them. John could accept super-soldiers but superheroes was a surprise for him. John inspired many Marines and the UNSC to push forward. His actions have had it's affect on many individuals in the UNSC. The Spartans in general were a big morale boost for the UNSC with their many successful missions and the number of casualties they brought upon the Covenant also with the protocol of registering the Spartan as MIA instead of KIA for morale boosting purposes as in the UNSC, they say 'Spartans never die, they're just missing in action'

"What about your thoughts on the mutants John?" Dutch asked curious to know about his thoughts on the mutants. He and the rest of his squad of ODST's are a few that respect the Spartans, especially Master Chief despite him killing four ODST's in the past after coming fresh from augmentation who were one of the few to survive.

John furrowed his brow in thought, like him, the mutants were discriminated. He could relate to them as he and his Spartan brothers have faced discrimination. With him killing four ODST's out of self defense, and his brothers and sisters taking part of missions that would have a 100% chance of casualties but come back unscathed most of the time. They would take missions that not even the Veteran Marines and ODSTs would accept and was feared by said Marines.

"The mutants are much like the Spartans and I, they are discriminated for their 'unique' abilities, therefore I can relate." John replied. Dutch nodded in agreement as he has seen the treatment the Spartans get back in the UNSC. They were called freaks, section three freaks, and many more. He respected the Spartans much to his fellow trooper's chagrin.

Dutch then turned his attention to Rookie who has not spoken anything, but that's normal.

"Rookie, you good?" Dutch asks, checking if his fellow trooper was alright.

"Never been better Dutch." He replied neutrally. Dutch nodded to that and continued to enjoy the ride. After some time they finally made it to their destination.

"We're here." John announced, gaining the ODSTs attention. They scan their surroundings and discover that they are at the restaurant that they planned to visit called ' _In-N-Out'_ or a fast food restaurant to be more precise. They step out the vehicle whilst many people stared at them and their ride. Some whistled in admiration at the vehicle as they never seen such a vehicle.

The UNSC crew had to deal with attempted hijacks made by thugs but they were unable to as to require to start the vehicle, they would need one of the UNSC's crew members fingerprint, making security tight. There are also secret compartments hidden inside the vehicle that contains some supplies such as this dimension's state of the art medical supplies as to maintain their cover, though they also had UNSC med supplies hidden as well.

Once the three soldiers entered In-N-Out they received many stares from individuals due to their size. Soon, they all went back to their meals and enjoyed the taste while conversing among themselves. Though, in one of the booths, are some of the Avengers in their civilian identities. Though the group consists of female Avengers.

* * *

 _With the female Avengers_

Four female Avengers were seated at a booth inside the fast food restaurant enjoying their meals, that is, until the three soldiers walked in. They were confused as to why people around them stopped eating and diverted their attention to the soldiers, whom they did not see. The four followed the their line of sight and were surprised to see three well built men who were tall. One was taller with a pale complexion with deep brown eyes with brown hair in a military cut with a scar above his right eyebrow, the other had slight facial hair with chocolate brown eyes and brown hair in a military cut as well and also somewhat shorter than the seven foot behemoth but also had a scar on his cheek, and finally the last person was shorter than the two but taller than average but had dark black hair with dark eyes and a scar running from the bottom of his right eye running down to his right cheek and a neutral facial expression. They ignored the stares and made their way to the line to order and soon everyone went back to their meals and converse with one another. The four female Avengers, Natasha Romanova AKA Black Widow, Wanda Maximoff AKA Scarlet Witch, Carol Danvers AKA Ms. Marvel, and finally Jennifer Walters AKA She-Hulk. They turned to each other to converse about three particular beings who just walked in.

"Those three guys were humongous, well on of them was, but nonetheless huge!" Carol commented the three soldiers. Natasha had her brow furrowed in thought then turned to look at the three soldiers and noted how calm they are whilst scanning them. The others look at her and when Natasha 'scans' someone they see that they could be people who they thought they weren't.

"Natasha, what could you find out?" Wanda asks curious as to know the three individuals. Said individuals ordered their food and took seats in a booth not too far from them but with Natasha's equipment from S.H.I.E.L.D she can listen on a conversation far away. While Natasha gets out the device she speaks to the others.

"They are different than other people obviously, but they carry themselves professionally, like a soldier." Natasha comments and finally finds out the enhanced hearing device and activates it so she can listen in on their conversation.

"What, so their from the military? Why bother with them?" Carol inquires as she see's no point of spying on three men who are from the military.

"In a manner of speaking, yes they look like their from the military, though they look as if they gone through hell and back again." Natasha comments referring to the scars she can see and those scars she saw were scars she never saw.

"Could they be special forces? Navy SEALs?" Jennifer asks Natasha.

"They could be, though they seem fishy. Almost as though they are uncomfortable around the environment, like they never been around here." Natasha informs the others, through her analysis she could determine that they were indeed uncomfortable. She couldn't be farther from the truth. She turns up her device so the others can hear on the three soldier's conversation that was taking place to at least get some info on them. Natasha had a gut feeling that they were very much out of place. Her gut couldn't be farther than the truth of the UNSC crew. The device pipes up with a man's gruff voice as they listen and watch the three UNSC soldiers from their position.

" _Life here treating you well Rookie?"_ the man's gruff voice said from the device. They watch as said man, namely Dutch, was looking at Rookie for an answer and soon got it moments later.

" _It's great Dutch, but_ _I got to say, life here is different than droppin' feet first into hell."_ Rookie chuckles as he recalls the battle of New Mombasa and how he and his squad were able to survive the Carrier's slipspace jump. The female Avengers were perplexed by the Rookie mentioning him dropping feet first into hell since they didn't get it but the UNSC crew understood it and nodded. Dutch turned his attention to Chief.

" _Chief? How about you?"_ He asked and received a groan from the Chief which caused him to chuckle.

" _I keep getting stares from many of the females here and I don't understand why they willingly dress up to attract men. They even asked the commander for tips and Cortana is highly amused by this."_ He says to Dutch before adding, " _Not to mention the Hog and Mongoose."_ Rookie and Dutch nodded to that. The female Avengers couldn't blame the woman as the three men were quite the looker despite their obvious scars. Though they were confused as to what the Hog and Mongoose are. Though they take a look at their surroundings and see many people looking outside the window and many outsiders looking at something with awed faces. Curiosity got the better of them and they soon decided to take a look. What they saw awed them.

Out the window was the parked M12 LRV or the Warthog. Based on observation skills, Natasha can clearly see that the vehicle belonged to the three individuals. She had to admit, they certainly had quite a ride.

"Damn!" Jennifer exclaimed before adding, "Who the hell owns that?" Natasha answers her and the other Avenger's similar question.

"I believe that would belong to our three individuals over there." Natasha said while pointing at the Dutch, Rookie, and the Chief who were waiting patiently for their food, shocking the Avengers.

"They OWN that car!?" Carol exclaimed with wide eyes. The others were not far behind as they took the form of shocked faces.

"I believe so, they mentioned their Hog or Mongoose getting stares from people and said vehicle happened to be attracting many people's attention including ours." Natasha states. They get themselves out of their shock and make their way to their booth to listen more on the conversation.

" _...and Johnson is back to smoking cigars as always. Good old sarge."_ Dutch continued as the Avengers heard only that part as they just got back to their booth.

" _I'm still surprised that Romeo turned down many of the Women's advances on him. I'm sure he would've jumped right in when given the chance. He commented on how 'hot,"_ Rookie states using his index finger and middle finger on both hands " _Some of the female superheroes are such as Ms. Marvel."_ Rookie finishes his statement getting a nod from Dutch.

" _Yeah, on the Say My Name, he was checking out the captain. I'm sure some of the women that approached him would be considered attractive, but yeah I get where your getting from Rookie."_ Dutch replies to Rookie's statement. The Avengers were looking at Carol with raised eyebrows. Carol wore a sheepish look as they mentioned Romeo saying that Ms. Marvel was hot. Jennifer and Wanda were chuckling at Carol's current predicament.

"Gotta say, if Romeo is anything like these three guys," Jennifer says while pointing her thumb back to the UNSC crew, "then you should be lucky." Carol glares at Jennifer.

"Could we please focus on the conversation, PLEASE!?" Carol asked desperately to escape from being embarrassed. Natasha was the one to get Jennifer and Wanda back on track much to Carol's relief. They then listened more to the conversation on the device.

" _Rookie, have you improved your combat skills during training?"_ Chief asked Rookie in full seriousness that caught the Avengers off guard.

" _Yes, Chief, with you and Cortana's aid I improved. My skills now are more better than the helljumper's training, even better than the veteran. My skills in CQC have been improved drastically thanks to you. My aim is also better than I was as a trooper back then. Overall, I should be more better than Veteran helljumpers. As for Romeo, his sharpshooter skills has been increased dramatically thanks to the long training. His skills in CQC have improved and can now handle as a sniper for the squad whilst combating in close quarters. Buck has improved as well with his accuracy on various weapons. Nonetheless, the squad has improved dramatically than before."_ Rookie listed off. John gave a simple nod. He trained them to become better ODSTs and they improved drastically. They may not be on the Spartan II level but they are very close to. They're just missing the augmentation process.

"NUMBER 117!" an employee shouted for all to hear. John had a slight smirk on his face while his comrades had amused faces. John went up and gave a 'thank you' before he grabbed the tray and sit down with his comrades. They began to dig in and by their facial expressions they were enjoying the burgers and fries. The Avengers didn't understand why such a number would amuse them. Though, it is John's service number 'John-117' or 'Spartan-117'

" _Better than those MRE's back home."_ Dutch stated while the other two silently agreed. The female Avengers had their suspicions confirmed from Rookie. They were indeed soldiers, though not the kind of soldiers they would expect but would find out much later. They turned to each other and gave a look then went back to listening to the device to their conversations. They were surprised that the three individuals were soldiers that possibly went through immense training, probably Navy SEAL's but they were very wrong. What they were looking at were two experienced and extremely trained Orbital Drop Shock Troopers dropped from high orbit into hell. John however, went through training when he was just six years of age until he was fourteen where he and his brothers and sisters went through augmentation. Others were crippled from the process and many died. John was one of the few who survived it and lived to fight the insurrectionist as that was his purpose. Though, that objective would change from fighting insurrectionists to battling the Covenant and preventing the Halo rings from firing, fighting a war that is based on their species survival.

John and his two comrades were about down with their meals and he took the trays to dispose trash whilst returning the tray. They went to the restroom to wash their hands before leaving while the Avengers have a conversation.

"Natasha," Jennifer directs her attention to Natasha, who then looks back at her, "is there a part of the military that contains any ' _helljumpers'?_ " Jen asks Natasha.

"No, not that I could find out, but they're indeed apart of some form of military." Natasha replies while shaking her head.

"What about the other country's military? Any military with ' _helljumpers_ '?" Carol inquired. Again Natasha shakes her head.

"No, not in Russia, not in China, nada. No military has any helljumpers. Must be a nickname." Natasha thinks aloud.

"Could it be a side-project Fury or the Government are working on?" Wanda cuts in. Once again, Natasha shakes her head.

"Even if Fury did have a side-project on helljumpers, I would know. As for the government S.H.I.E.L.D would find out anyway." Natasha states to her colleagues.

"Could it be that they were referring to their skills in a first person shooter game?" Carol asks as she attempts to solve the puzzle. Natasha quickly shakes her head again.

"No, they carry themselves and act like soldiers. I know when I see a soldier." Natasha answers Carol.

"We should ignore this for now. Cap just messaged me that we have a mission and wants all of us debriefed." Carol states while showing her the message as they nod and make their way out. Once they are out they spot the Hog once again. Jen decides to have at least one picture of the vehicle.

"Before we go I gotta do this," Jennifer stops and takes out her phone and takes a quick picture of the Hog. "Alright lets move!" They move to their vehicle and start the engines then quickly make their way out of In-N-Out to Avengers mansion.

* * *

 _Meanwhile with John_

John receives a message from Cortana saying something is going down and they need to be aboard the Dawn via Nano-Huragok. He spreads the message to the two Troopers and they nod. They make their way out of the fast food establishment and start the Warthog. Once it starts it gives a loud growl, startling everyone in the vicinity as they stare at the vehicle. Rookie takes his seat in the passenger while Dutch gets in the back. John reverses the vehicle and soon makes his way out of the lot. They quickly make their way to their house and park the Hog in the motor pool. Soon they were engulfed in a blue light and in a blink of an eye disappeared.

* * *

 _On the Dawn_

Once they arrive at the Dawn they discover Romeo, Buck, Miranda, and Johnson were present. Cortana appears on the holo terminal with everyone's attention on her.

"As you may have already know, something is going down that requires our attention, but first I would like to show you our backup." Cortrana says with a grin.

"What kind of backup?" Miranda questions Cortana with a raised eyebrow. Cortana simply gestures to eight robots that appeared shortly.

"I present to you SHIELD LMDs or Life Model Decoys." Cortana answers before they could even ask.

"This is our backup?" Romeo questioned, "They're just a bunch of robots." he pointed out. He should have let Cortana explain as she was glaring right at him.

"These are not regular robots, they're much like shape shifters and can take on the look of anyone such the Hulk, Iron Man, Dr. Doom, etc. SHIELD and the Avengers use these LMDs for training purposes as to simulate a battle between their foes." Cortana explains. She was initially surprised by this when she first found out and it seems the others too had the same reaction.

"So...these," Dutch gestures to the idle LMDs, "can look like anyone, a superhero, a government official, anybody?" Dutch listed off. Cortana nods in a form to say 'yes'

"So what will we use these machines for?" Johnson inquired as he is curious to know what these machines will be used for.

"We will use these machines as reinforcements. They will take on the face of a UNSC marine. I have more but most will have the training, tactics, experience, etc, that of a Marine. Some will be ODSTs equipped with their training, tactics, experience, etc. The LMDs disguised as Marines will act exactly like a UNSC Marine and the LMDs taking on the roll of ODSTs will act like ODSTs. Basically, we have a private military. I also made it so that the Marines and ODSTs will respond to your orders while each having different voices of real Marines and ODSTs. It was difficult to do but with Green's help we were able to pull it off. The Marines and the ODSTs will have distinct faces and names instead of numbers you call out. They will respond to your and only your commands. I could also commandeer one if I wish to remotely." Cortana explained. These LMDs acting like UNSC troops would give the crew an edge in future battles.

"I forgot to mention that their armor won't be shape shifted if you get my meaning, they will be equipped with our UNSC armor enhanced by forerunner material making the M52B armor more effective and durable as before. Special ODSTs will be equipped with armor similar to Alpha-Nine's but the rest would be standard ODST armor enhanced with forerunner materials. Should their armor be penetrated and be 'wounded' or 'killed', very unlikely due to our advanced armor and with another layer of armor on their skin, if any components were damaged beyond repair they are programmed to resemble an injured or dead Marine and they will be collected. But don't worry, we have plenty of these if we lose one. " Cortana added.

"Well I'll be damned..." Johnson spoke in awe of the LMD's capabilities. This tech, without UNSC upgrades, is considered to be very advanced to UNSC standards. The others silently agreed that this tech was highly advanced.

"LMD's aside," Cortana catches their attention, "HYDRA, a terrorist organization, found a very powerful weapon. Though, I believe this could be a decoy to lure out the Avengers to apprehend them, therefore the only problem standing in their way for world domination is S.H.I.E.L.D, X-Men, and other superheroes, though they could wipe through them with ease with the super villains they have." Cortana informed the UNSC crew. John was reminded of the insurrectionists back in his reality, the deaths and damage they caused were no match for the casualties inflicted during the human-Covenant war, but nonetheless they still caused damage. HYDRA reminds him of the insurrectionists in many ways.

"Clever bastards..." Miranda complimented on their tactic to draw the enemy out and incapacitate them.

"Can you identify the super powered individuals?" John asked, to be prepared for the oncoming combat.

"Alright." Cortana says, "Green Goblin, AKA Norman Osborn. I've already explained him so there is no need to do it once more." The crew agreed to that. "Next we have Madam Hydra, or Viper as she's called." Cortana informs the crew whilst showing a picture of an attractive woman who most likely likes green, hinted through her clothing and hair. Cortana continues, "She has no superhuman abilities but her strength, speed, reflexes, agility, dexterity, coordination, balance, and endurance can put an Olympic athlete to shame. She's very well trained with many hand-to-hand combat techniques as well with weapons. She is a very brilliant strategist and tactician with extensive combat experience. Do not underestimate her." Cortana warns the crew who nods to show that they will have that information in mind.

Cortana then goes to show an image of a man they already fought before in New York Times Square. "Doctor Octopus, or Otto Octavius, is a super villain you have already had the pleasure of meeting," Cortana says sarcastically.

"It was my pleasure to pound his team to unconsciousness, though I am disappointed that he had to live." Dutch comments. The others were disappointed that the Sinister Six got to live as they knew what amount of damage Octavius and the Sinister Six have caused.

"I thought he was apprehended?" Rookie questioned, puzzled as they recently subdued the criminals.

"He was," Cortana said then sighed, "but unfortunately he was broken out by the Green Goblin for HYDRA's future schemes. His brilliant mind and intelligence did not go unnoticed by HYDRA as they wanted him as the lead scientist. He may not be a great fighter but he has the intelligence that can rival Reed Richards. Though, his arrogance and emotions get in the way of his plans as he becomes unfocused when extremely pissed. I don't get how Spidey deals with him." Cortana informed them on Doc Ock and grumbled the last part, "Get this," she said sporting an amusing grin, "He calls himself 'superior' to everyone." This comment causes the crew to chuckle. Such an odd thing to call yourself superior if you've been beaten multiple times.

"What else ya got for us?" Dutch gets them back on track with the subject.

"Alright, back at the situation at hand," Cortana starts then an image pops up with a man wearing black body armor with a helmet that resembles a skull. Two crossbones are etched on the man's torso. Cortana goes on to describe the man before them.

"Brock Rumlow, AKA Crossbones, a deadly Mercenary. He is an expert in many forms of hand-to-hand combat as well as marksmanship. He once served as a student a Taskmaster's school. Quite proficient in use of various weapons either they be guns, bows, or training knives. Could take down a UNSC Marine squad or two. He's also an accomplished military tactician, can form plans while on the battlefield. Do not underestimate this man. Tread carefully if you ever combat him." Cortana warned the others, who knew better than to take Cortana's warning with caution. Cortana continued on to the next and final villain. Much to their surprise it isn't a villain but an organization.

"This ain't a villain but its on par with them. A.I.M or Advanced Idea Mechanics is an organization who is also hellbent on dominating Earth." Cortana says with disgust, "If only they knew what OUR humankind went through." Cortana sighed.

"But back on Reach," Buck says somberly as he and everyone else knew the fate of Reach, "Not only did we have to deal with the Covenant but the insurrectionists." Everyone's mood darkened due to the reminder of Reach. Cortana decides to get back on track.

"Anyway, A.I.M is working with HYDRA on this operation, so expect to see their goons as well. They may have 4 super-villains, they're packing a lot of heat on this plan with their soldiers. With HYDRA's soldiers and A.I.M's combined, it would overwhelm you guys so just take them out one by one. I'm sending four Marines along with your mission as to support you." Cortana told the crew. On cue 4 Marines dressed in UNSC Marine M52B Body Armor enhanced my Forerunner materials. The BDU looked the same as it was before. (Halo 3 Marine Armor) One Marine stepped up with his MA5C and M7 Magnum on his right leg. He was also equipped with the CH252 helmet with the Orange tinted glasses.

"Private First Class Chips Dubbo reporting for duty, Sir!" The man/Machine said with an Australian Accent and saluted to the crew.

"At ease my boy." Johnson grinned, Chipps dropped the salute and another Marine stepped up. The marine was of African American descent and Johnson easily recognized him with the black hair and brown eyes.

"Staff Sergeant Marcus Banks reporting for duty!" Marcus saluted to the crew holding his BR55 in one hand and an M6 Magnum strapped to his right leg. Johnson recognized him, he was one of the few Marines who survived from Cairo station all the way to the end of the war. Johnson knew the real Marcus Banks is alive in his universe. Johnson gave a nod and Marcus dropped the salute. Next a Marine John recognized as one of the Marines on the battle of Earth, equipped with the standard issue Marine helmet with an M7 SMG in his hands and a BR55 on his back.

"Corporal Perez at your service!" Perez saluted to the crew, in which they nod to Perez to drop the salute. The last LMD Marine stepped up and Johnson had to frown. He stepped up with the M392 Designated Marksman Rifle and an MA5 on his back.

"Private First Class Wallace Jenkins reporting for duty!" Wallace saluted to the crew. Johnson had a somber look on his face. It took a moment for Johnson to nod, indicating the LMD Marine to drop his salute. Chipps, Marcus, Perez, and Wallace took a step back and stood at attention waiting for further orders. The real Wallace Jenkins died on Installation 04 as he had been infected by a flood infection form. Though, unlike other victims, he survived and watched as the infection form manipulated his body. His death was on the Covenant CSS-class battlecruiser Truth and Reconciliation. The Marines were then ordered, by Cortana, to wait in the hangar bay and they did so. The LMD Marines walked out of the room and made their way into the hangar bay.

"Johnson, Chief, and the four ODST's will go on the mission along with the four Marines commander. They might need the backup, HYDRA and A.I.M are armed to the teeth." Cortana suggested to the Commander.

"Alright," Miranda nodded, "Will there be anything else?" Miranda inquired.

"I'll send a pelican with a Scorpion if HYDRA and A.I.M are proving proving too much to handle. For now, your pelican will be prepped with a Warthog hooked up. Say the word and I'll send the Scorpion." Cortana told the crew.

"Should be good enough." Miranda agreed. If Cortana says that they'll need it, then they definitely are going to need it. It would be best to trust Cortana's judgment. The door opened and Green entered hovering.

"Hello reclaimers." Green greeted to the UNSC crew.

"Hello Green!" Cortana turned and greeted Green happily. It's been good to have another A.I companion on board the Dawn. God knows how bored she gets.

"Ah construct, I have come to inform you that the project is underway." Green told the AI who nodded in return.

"And when will it be completed?" Cortana asked, curious to know how long it will take to complete their secret project.

"Possibly in 2 months, the sentinels are gathering the materials required." Green replied. It wasn't long until they were interrupted by the UNSC crew.

"Project?" Miranda asked with a raised eyebrow of curiosity. The others were not far behind as they too were curious about the secret project that Cortana and Green were working on.

"Ah, Ah, Ah commander." Cortana chided whilst waving her index finger in a nagging fashion. "You wouldn't want to spoil the surprise, would you?"

"I believe I am the commander of this ship, therefore I should know what goes on inside my ship." Miranda stated.

"Fiiine!" Cortana groaned. Miranda had a smirk of victory on her face. "We'll show you..." The crew were about to proceed but they were cut off by Cortana. "When its finished!" Cortana stated with a smile as she watched Miranda's smirk disappear as fast as it appeared. Cortana laughed in amusement for a while then said, "Oh you should have seen the look on your face Commander!"

"What's this project you have going on in my ship?" Miranda demanded Cortana who stopped laughing.

"We'll show you when it's finished and that's final!" Cortana stated then pointed towards the door, "Move it Marines. Your pelican awaits." then Cortana disappeared. John, Romeo, Buck, Rookie, Dutch, and Johnson exited the room and moved towards the hangar bay while Miranda was left grumbling.

* * *

 _In the Amazons_

In the Amazon we find the Avengers searching for HYDRA's super weapon. The team consisted of Captain America, Iron Man, She-Hulk, Black Widow, Ms. Marvel, Hawkeye, Spider-Man, War Machine, and Black Panther. The team is currently walking through the rain forest searching for a HYDRA facility in which they had intel they had a lethal weapon that is to be destroyed. However, what they didn't know, it was a setup and the intel was false information given by a HYDRA spy. The Avengers groaned internally as they were forced to listen to Spider-Man. He came along so he could detect the weapon or any traps with his spider-sense.

"...And then I had to wash my costume three times because of that! I gotta tell ya, it smelled like Logan, not that he isn't smelly and all but, you get the point. Anyway I had to call Mr. Clean to help, but that didn't work. So I had to stitch myself a new costume and then-" Spider-Man babbled on and on. Hawkeye lost his patience at that point.

"Could you shut your hole for one second!?" Hawkeye snapped at Spider-Man.

"Which hole? I got many holes in my costume. Well not this costume but my previous costume, then-" Again he was interrupted.

"Just shut up! Or talk about something that won't give me a headache for the rest of the day." Hawkeye pleaded, desperate to have peace and silence for once.

"Fine," Spider-Man begrudgingly complied, the Avengers nearby Spider-Man sighed in relief, though Spidey chose the latter.

"Anyway-" Spider-Man started then noticed the glares he got from the Avengers. He chuckled nervously, unconsciously rubbing the back of his neck.

"I was going to talk about the Spartan." Spider-Man said nervously. The Avenger's glares were replaced by one of curiosity.

"What about them?" War Machine asked Spidey. The others were awaiting his answer.

"I mean, when I saw them fight they were ready to take a life. They practically screamed Soldier when I was around them. Plus they came out of the sky and disappeared in thin air, literally!" Spidey told the Avengers. Captain America stopped for a moment and rubbed his chin in thought.

"Hmm, from what I saw on the news their armor and weapons were highly advanced than S.H.I.E.L.D's. I'm no Tony Stark or Reed Richards but I know energy shields are supposedly very difficult to create." Cap stated. The others agreed with Cap too as they knew energy shields were not easily created.

"But what about those four dudes, the ones who came with the Spartan. They said they were ODSTs, I know each letter in ODST stands for something." Spider-Man said thoughtfully. Then he remembered what the supposed leader of the squad said, ' _ALL RIGHT TROOPERS! LET'S GIVE EM HELL LIKE WE GO FEET FIRST INTO HELL!'_ He was so caught up in his thoughts that he had to sit and think more thoroughly. Captain America, Hawkeye, Ms. Marvel, She-Hulk, War Machine, Black Widow, Iron Man, and Black Panther were now aware of his absence and stopped dead in their tracks.

"Spidey!" Hawkeye called out. The Avengers turned around and found Spider-Man sitting, lost in thought.

"Hey web-slinger!" She-Hulk called Spidey. They didn't receive an answer and approached Spider-Man. Once they were close enough Iron Man tapped Spidey on the shoulder and it caught his attention.

"Wha-!" Spidey mumbled as he was shaken out of his thoughts by a tap on his shoulder. He turned around and faced the one responsible for it and it turned out to be Iron Man.

"You okay?" Iron Man asked, worried why their webbed wonder sat behind.

"I'm fine Tony," Spider-Man assured Iron Man, "just lost in thought." he told them and shook his head.

"What were you thinking about?" Ms. Marvel spoke to Spider-Man. She wondered what Spider-Man was thinking about.

"Oh, the ODSTs, I figured out what it means!" Spider-Man exclaimed to the others. The others had their attention focused on the wall crawler and Cap gestured him to continue.

"ODST means Oreo Dressed Shooting Trumpets!" Spider-Man continued with a joke that did not come off as amusing to the others, indicated by their frowns. "Oh come on guys, it was a joke!" Spidey told them, "Tough crowd." He muttered.

"Now's not the time for jokes Spider-Man." Captain America stated. He appreciated his efforts to lighten the mood but now was not the time.

"I know Cap," Spider-Man sighed, "But," he started gathering their attention, "One of them, probably the leader of the team or squad or whatever, said this," Spidey told them and cleared his throat to impersonate Buck or tried to. " _ALL RIGHT TROOPERS! LET'S GIVE EM HELL LIKE WE GO FEET FIRST INTO HELL!"_ Spider-Man said, failing miserably to sound like the leader.

"Hmm, that at least confirms that they are military, however it is an unknown organization. Fury tried to search the Spartan and ODSTs but he had no luck." Cap said rubbing his chin. This information shocked the Avengers, they knew Fury had a high success rate at locating certain people and gathering info on them.

"They must be very good at hiding their tracks." She-Hulk commented. The others agreed, no one escape from Fury.

"Let's move, we need to find HYDRA's weapon." Captain said, focusing on the task at hand. However, before they could go Spider-Man's spider-sense was tingling like mad.

"Spider-Sense!" Spider-Man exclaimed in surprise. The others heard him but they were too late. HYDRA and A.I.M coordinated an ambush and cornered the Avengers. Hundereds and Hundreds of HYDRA soldiers and A.I.M soldiers alike came out of thin air and surrounded the Avengers. The soldiers formed a circle around the Avengers and trained their weapons at them. Six HYDRA tanks came from one side and 6 more came from the other. The Avengers were trapped. The Avengers raised their hands in a sign of surrender, they couldn't take them all on. The soldiers then made a path to allow two figures to walk through. The Avengers were curious to know who was coming through the path. They soon got their answer.

"Crossbones!" Captain America exclaimed in surprise with wide eyes. A dark chuckle escaped from Crossbone's helmet.

"Ah, pleasure seein' you Captain." Crossbones said. Cap glared at the man before him.

"Viper!" Black Widow growled towards Madame Hydra. Madame Hydra had a smirk of victory across her face.

"Nice to see you here Widow." Viper chuckled while Natasha held her death glare on Viper. The Avengers heard a sound of a glider followed by maniacal laughing.

"Goblin!" Spider-Man whispered harshly. The Green Goblin then came onto the scene on his trademark glider laughing like a maniac.

"The itsy bitsy Spider came out to play! Wonderful!" Green Goblin laughed like a maniac. Spider-Man clenched his fists in anger.

"As much as we want to kill you," Viper stated catching the Avenger's attention, "You'll be in a prison while HYDRA and A.I.M take over the world. Baron Von Strucker has other ideas for you heroes." Viper said darkly to the heroes.

"HYDRA won't win! S.H.I.E.L.D will stop you!" War Machine told Madame Hydra, outraged of their plan.

"S.H.I.E.L.D is of no problem. We outnumber them greatly. You all will watch as your home falls before HYDRA and A.I.M!" Viper declared, raising a fist into the air with the soldiers following shouting ' _HAIL HYDRA!'_

The Avenger's were glaring at the scene. They were caught off guard and now they payed the price.

"Ms. HYDRA!" Goblin called out towards Madame HYDRA who frowned at what Goblin called her, though she expected it. "Remember our deal?" Green Goblin reminded her.

"Yes, of course." Viper nodded then added, "For you and Doctor Octavius's efforts for helping HYDRA, Spider-Man will fall under your 'care'" The Green Goblin nodded and turned to The Avengers, particularly Spider-Man, with a grin. The Avengers were outraged. They knew of the bad blood Green Goblin and Spider-Man had, and hearing Spider-Man falling under Green Goblin's care enraged them. The Goblin was about to approach Spider-Man but Captain America stepped in front of him, guarding him.

"You won't take Spider-Man." Cap stated whilst defending Spider-Man. Soon the others followed suite to defend Spider-Man from the maniac. Goblin's grin disappeared and was replaced with a scowl.

"Move or be moved." Goblin growled out, though they didn't budge. The Goblin shrugged and called, "Madame HYDRA!" said person was finished informing Strucker of the good news and turned to Goblin.

"May I help you? You've done your part now you are rewarded."

"That's the thing, you see the Avengers are defending him and I would like them to be moved. By move I mean killing!" Golbin then roared with laughter. Madame HYDRA nodded and ordered the soldiers to shoot at the Avengers, though she specifically to ordered them to make it seem like it as Baron Von Strucker requires the Avengers for a special project. Spider-Man felt his spider-sense tingling as he saw the soldiers raised their weapons to fire. He jumped over the Avenger's that were defending him and got in front of him. He surrendered to the Green Goblin much to the Avenger's shock and anger.

"Alright Gobby you got me." Spider-Man said as he rose his hands in the air. He ignored the glares he was receiving from the Avengers. The Goblin hovered down towards Spider-Man and produced a needle from his pack and swiftly injected it into Spider-Man who didn't even sense it. The Goblin laughed as Spider-Man was knocked out by the drug. He picked up Spider-Man and slinged him over his shoulder to secure him. He made his way to Madame HYDRA to say farewell.

"Farewell Madame HYDRA, I shall leave Otto Octavius to HYDRA, he is of no use to me." Goblin told Viper who nodded. The Goblin set off on his glider to god knows where with Spider-Man on his shoulder. The Avengers were left furious that their comrade and friend was taken from them. Madame HYDRA took notice of this and enjoyed their reaction. She ordered the soldiers to move them to the prison facility. The soldiers, HYDRA tanks, Crossbones, and Madame HYDRA shoved the Avengers to follow them to the prison. The Avengers left but no before gazing to where the Goblin left with Spider-Man.

* * *

 _With the UNSC Soldiers_

In the D77H-TCI Pelican Dropship Master Chief maneuvered the pelican along with Johnson as the Co-pilot, to land. Johnson was decked with the improved ODST armor with Energy Shields. The reviving process required Johnson and Miranda to be injected with the Forerunner serum, the same serum the ODSTs were exposed to. Johnson is also on the same level the Rookie is, after he was exposed to the serum of course. Though, Johnson is slightly better than the Rookie.

The Pelican Landed and the occupants filed out. Chipps, Marcus, Wallace, and Perez, The improved LMDs, exited. They soon were followed by Dutch, Buck, Rookie, and Romeo. The ODSTs were then followed by Chief and Johnson.

"Alright, Johnson you go with the ODSTs, Marines your with me." Master Chief ordered. Johnson nodded and joined the ODSTs. The Marines followed Master Chief. The two teams went their Seperate ways. Cortana filled Johnson's team of where the prison is. She hacked into the Comms of HYDRA and discovered that they captured the Avengers. Cortana formulated a plan, Johnson's team will gather the attention of the facility so they could focus on them while Chief and the Marines will sneak in and free the Avengers. They went on with the plan as Johnson's team made their way to the prison while Chief's team followed.

 _20 Minutes Later_

Johnson's team made it to the facility while Chief's team waited for the opening. Johnson, Dutch, and Buck rode in the Warthog they brought. Johnson, Dutch, and Buck dismounted from the Warthog once they reached their destination. They moved up and got close enough to see the watchtowers.

"Alright troopers, you eliminate the guards at the two watchtower," Johnson tells the ODSTs while pointing to the two towers, "Make sure you make as much noise as possible when taking em out. We want them to focus on us so Chief's team can sneak in." They nodded and Buck turned to Romeo.

"Your up Romeo." Buck whispered to Romeo who nodded and took out his SRS99-AM Sniper Rifle and checked the magazines. Once he was satisfied he took aim, zoomed in on the lone HYDRA guard in one of the towers. Once he lined up the shot to his head he pulled the trigger.

 _In the facility_

The HYDRA soldiers were conversing with each other casually.

"Did you see the Avengers?" One Soldier asked his friend who shook his head.

"No why?" He asked. His friend had a disbelief look on his face.

"Dude! We caught the Avengers! I caught a look at Black Widow. You think Strucker'll let us have fun with her?" The soldier asked with a sadistic smile on his face, just imagining it.

"Probably not Nick, as long as I get paid, I don't care." The friend shrugged. Nick had to facepalm.

"You haven't seen her though! Ms. Marvel and She-Hulk too Simon!" Nick exclaimed. Simon had to shake his head at that. Only Nick would be a pervert. Then Simon had an unsual question.

"Hey." Simon called to Nick who turned to look at him.

"Yeah?" Nick replied to Simon.

"You ever wonder why we're here?" Simon asked as he wondered that question in his mind. Before Nick can answer a loud 'BANG-BANG' sound was heard. Nick and Simon and many other HYDRA soldiers had time to look at one of the towers and saw a vapor trail of a bullet. They rushed to the tower and found one guard dead with a bullet to the head. Before they could do anything another 'BANG-BANG' was heard and they saw a vapor trail of a bullet in the other tower. They found a dead guard as well with a bullet to his head. One HYDRA soldier rushed to the alarm button and pushed it. Soon the base was filled with alarm sounds.

* * *

 _With Johnson_

"BOOM! Headshot! Ha!" Romeo congratulated himself as he got another head shot. Soon the base was filled with wailing alarms. They saw the gate open and took it as their cue to cause havoc. Romeo stayed behind to provide support fire from his current position. Many HYDRA soldiers came out of the gate to search their attacker. Johnson, Dutch, Rookie, and Buck moved up while Romeo stayed behind.

"Who's there!" One soldier yelled.

"The Hell!" One soldier exclaimed.

"Show yourself!" Another soldier demanded. Johnson ordered the others to spread out. Johnson took position from a rock near the path that makes it way inside the base. Buck took cover in a bush that hid him. Rookie decided to take cover near a tree trunk that was near where the HYDRA and A.I.M soldiers came out from. Dutch didn't take cover but instead got in a position where he would easily be seen, in which in the middle of the road.

"HEY!" Dutch shouted from his position. The soldiers broke from their search and focused on the origin of the voice.

"WHO THE HELL ARE YOU! ARE YOU THE ONE WHO CAUSED THE ATTACK!?"One soldier half demanded, half questioned. Dutch took out his M6 Grindell/Galilean Nonlinear Rifle or the Spartan Laser. He got down on one knee and adjusted the weapon on his shoulder and pulled the trigger. Both HYDRA and A.I.M soldiers were greeted by the sight of a laser coming from the barrel. They were confused at first but when a 'VROOOM!' sound came from the weapon and a red laser was fired it caused a lot of damage. The Laser tore through, literally, the Soldiers. They were in a formation in which where the Laser would cause much damage as they were lined up. The first soldier the Laser made contact had a hole in his stomach and his body dropped lifeless to the ground. Ten more soldiers who were behind him dropped dead both with similar holes in their stomach. Burnt flesh could be smelled by the other Soldiers who had shocked faces. They soon opened fire on the individual but he was quick to move. Dutch retreated to get the Warthog that they brought that wasn't too far from his position.

Panic arose from the soldiers as they fired everywhere. Soon they dropping dead by the same 'BAM-BAM' sounds they heard though they saw no vapor trail. Romeo was picking off soldiers left to right. He added an attachment to make sure no vapor trail came from the sniper when it was fired. Romeo was getting two or four kills in shot. He had to reload and made sure he brought lots of ammo. Rookie then opened fire on the HYDRA soldiers using his M7S Caseless SMG. He takes aim with smart-link scope which is connected to his HUD and picks off Soldiers with ease and accuracy. The 5x23 M443 Caseless Full Metal Jacket/.197 Caliber Rounds penetrated HYDRA and A.I.M's armor with disturbing ease. He made sure to shoot at vital parts of the human body to dispatch them quickly. The SMG was suppressed so the Soldiers were panicking as they saw their numbers dwindling rapidly. They searched frantically for the source. Then a honk of a jeep caught their attention and they saw an unknown vehicle from unknown origin come from the road. It stopped and the driver got out. They opened fire as they saw Dutch but he was quick to move to take cover behind the Warthog. From there, Dutch grabbed the Flamethrower, however the flamethrower came with a tank, similar to the ones used in World War II. He secured the flamethrower and made his way around the firefight.

Johnson noticed the Warthog and quickly made his way to the gunner position. He hopped up on the turret position and the Soldiers stopped firing so they could see Johnson.

"Oh I know what the ladies like." Johnson quoted himself back on New Mombassa as he pulled the trigger. The turret didn't fire immediately but the chain gun was spinning and soon the turret was spitting out bullets. The bullets mauled the Soldiers as they frantically dove for cover. Buck then joined in firing his MA5C at them and occasionally killing a soldier or two.

"You like that!" Buck shouted from his position. The HYDRA and A.I.M soldiers couldn't Buck due to the turret Johnson was firing. Johnson had to occasionally stop to cool down the turret then he would fire again to those unfortunate enough to believe the assault was over. Reinforcements came in the form of more Soldiers and two HYDRA tanks. The Turret wasn't powerful enough to penetrate the HYDRA tank's armor but it left dents. Johnson took it as his cue to get off the turret before he could get fried. The tank fired at the Warthog and it went flying in the air before landing upside down, but not destroyed. Rookie, Buck, and Romeo halted their assault as to prevent revealing their position to the reinforcements.

Dutch, however, was sneaking to where the HYDRA soldiers were taking cover. Luckily, he hasn't been spotted yet. He could hear the soldiers talk amongst themselves as the assault stopped.

"The hell was that?!"

"JESUS! THEY TORE THROUGH US!"

"ALERT MADAME HYDRA!"

"Is it over!?"

Dutch then came close to where he heard the last comment came from. The flamethrower he was using was not the same one he used back in New York. In fact, this version is more deadly and it's heat was well over 4500° C. Thanks to the UNSC tech, the NA4/DP flamethrower, used by hellbringers in the Human-Covenant War was an anti-nfantry and sometimes anti-vehicle as it could melt the armor of some vehicles. The nozzle was blowing a blue fire. The Oxide Tank is the type of Tank hooked up to the weapon which improves the heat greatly. Dutch was pretty confident that the heat these things produce will be enough to melt the armor of the two HYDRA tanks. The soldiers, unfortunately, would probably be disintegrated by the heat. ' _This'll be fun'_ Dutch thought. Sure it was a harsh way to kill humans with it but HYDRA and A.I.M are just like the insurrectionists and they caused much death.

Dutch rounded the corner and greeted the soldier who said the last comment. "I'm afraid not." Dutch feigned sadness. The soldiers who were near the ODST could feel the heat and god was it HOT! They had to back away and they grew pale.

"WHO THE HELL ARE YOU! HYDRA WILL DEAL WITH YOU!" One soldier shouted at Dutch.

"I'm the one who will make you wish you never joined HYDRA." Dutch replied darkly. He then spewed flames at the unfortunate soldiers who joined HYDRA.

"ARGHHHHHH! IT BURNS! IT BURNS! STOP!" One soldier begged, for the pain was unbearable. 4500° C of heat spewing onto your skin. It actually burned off the head of a soldier and an arm of another. Dutch ALMOST felt sorry for these people, if not for the fact that they caused death. Blue fire spewed from the nozzle to the Soldiers. They all screamed in agony and some were left without limbs, and even heads. It horrified the other soldiers and stroke fear into the hearts of them. Dutch moved forward slowly as he spewed fire. The soldiers desperately fired at the soldiers to stop him but to no avail as his energy shields protect him.

"WHO THE HELL IS THIS-ARGH!"One soldier screamed in agony have his leg being burnt off. One soldier was yelling into the radio to alert Madame Hydra,

"MADAME HYDRA! MADAME HYDRA! WE'RE UNDER ATTACK! SEND REIN-ARGHHHHHHHH!" The soldier let out a blood curdling scream as he was burnt that would sure send chills down Madame Hydra. The fire spread more, catching anything flammable easily, and spreading it to other soldiers. The fire from Dutch's weapon can't be put out easily. The object/victim stays on fire for about two minutes, hinted by the still burning bodies of dead soldiers. The soldiers desperately retreated back into the base, only a few made it unscathed but what they saw would haunt them even after they die. The tanks go in front of Dutch while his flamethrower cooled down. The occupants of the tank were confident that they would be safe from the heat, but how wrong were they.

"Surrender now! You can't harm us!" A soldier gloated through the speakers of the tank. Dutch didn't respond, he responded in his own way. "Burn baby burn!" Dutch sang as he spewed fire onto the tank. The heat was too much for the tank as the armor started melting and the crew of the two tanks were panicking now. The fire spread all over the two tanks, trapping the unfortunate soldiers to suffocate or burn. No one was left to delay the ODSTs. Dutch linked up to Johnson and reported in.

"Sir, enemies neutralized." Dutch told Johnson through the comms.

"Good work, move up in front of the base, once we arrive burn the damn gate off and open fire so their soldiers focus on us, we'll join you there. Johnson out." Then Johnson's line clicked off, indicating he disconnected. Dutch made his way in front of the gate. Moments later Dutch was joined by Johnson, Romeo, Rookie, and Dutch. Johnson nodded to Dutch, indicating to burn the gate off. Dutch did so and made a large rectangle as the others took cover to the side. Not a moment too soon, a rectangle shape was burnt through the lower part of the gate. The gate gave out and soon fell inside the base. They were greeted by a large force of HYDRA soldiers and vehicles. Four HYDRA tanks along with four mounted Machine Guns. Leading the force was Crossbones as he got word of the attack. What he saw shocked him to the core. The gate was made out of the strongest titanium, not Adamantium or Vibranium, but strong enough to withstand heat and pressure. He, along with the other HYDRA forces, witnessed the gate being burnt. The soldiers who survived that were with the force were shaken to the core. They were shaking nervously, nervous as to the hell that will ensue.

"IMPOSSIBLE!" Crossbones bellowed as the gate fell inside the base and once the smoke cleared he saw a lone figure holding what he assumed to be a flamethrower, if the flames were any indication.

"SURRENDER NOW! YOU ARE OUTNUMBERED!" Crossbones ordered the lone figure. Once he got a clear view of the figure he was gobsmacked. He saw a figure wearing armor he has never seen. He remembers it from somewhere, on the news. Now it hits him. It was one of the people who helped Spider-Man and Human Torch with the Sinister Six. Still, he is pretty confident since he is outnumbered greatly. Dutch slowly walked forward with his NA4 in his hands. "The ODST..." Crossbones mutters as he heard the conversation of the Avengers. He and his forces were so focused on the ODST that they didn't notice five figures pass behind them as they entered the prison.

"SHIT ITS THAT GUY! HE SLAUGHTERED OUR FORCES!" One of the surviving soldiers of the previous battle pointed out. The others who survived cowered in fear, much to the rest of HYDRA's forces confusion. Then four more men emerged from the wall wearing armor similar to the first one. The other three he could recognize on the news, however one of them he didn't recognize from the media.

Rookie prepared his bubble shield he was given. He reloaded his M7S SMG for the ensuing battle. Romeo reloaded his SRS99-AM as well. Johnson reloaded his BR55 and Buck reloaded his MA5C. Rookie had his Type-25 DER ready on his right leg, in which Crossbones and HYDRA and A.I.M soldiers saw as well. Crossbones was intrigued with their weaponry. ' _It would make killing people much more easier_ ' He thought. Johnson had a Type-33 GMU or the Needler on his right leg as reloaded his BR55, similar to Rookie. As Romeo's backup weapon, he had the Type-25 Carbine, or the Spiker, the brute's main weapon in the Human-Covenant War. Overkill much, yes. Gets the job done, yes. Buck's secondary weapon is the M392 DMR.

Without a second to spare, Crossbones commanded, "FIRE!" then every HYDRA and A.I.M weapon fired along with the cannon of the four HYDRA tanks and four mounted Machine Guns.

Rookie quickly deployed the bubble shield for him and his team. The Forerunner serum improved his and his team's reaction time. The bubble shield was deployed and his and his team was surrounded by a dome of energy with hexagons.

Crossbones held his up with a fist, indicating to cease fire. He had a very pleased look under his helmet. He was sure they died from the assault. Once the smoke cleared they were shocked. There they saw a dome and inside was the ODSTs unscathed by the assault. ' _HOW!?'_ Crossbones thought, infuriated that they survived. After a few moments the bubble shield dropped and the ODSTs opened fire as they quickly made way to cover. They managed to successfully hit multiple soldiers while they moved. They now had the force's attention, giving them the distraction the Chief and the Marines needed.

* * *

 _Inside the base…_

Master Chief and the Marines dispatched many of the guards after entering the compound. Chief ordered the Marines to hold position while he activated his active camouflage and silently entered the office that monitors the cells and opens and closes them. (Convenient right? I hade to do it) The two guards in the office didn't notice the door open as they were busy having a conversation.

"..And I said, 'Why buy the cow when you can get the milk for free' and I was accused of calling his girlfriend a slut. That's how I got his scar here and-" The guard was cut off telling his friend a random story as his necked was snapped. His body fell lifeless to the cold hard floor. His friend was surprised then he was quickly shot in the head by a M6S SOCOM pistol by yours truly. (Props to those who got the two references so far)

Master Chief then opened the cells for the captured Avengers, deactivating the energy field.

"Marines, confront the Avengers, I'll deal with any guards." He ordered the Marines through the Comms. He received four 'Yes Sir's. Chief made his way to deal with any surviving HYDRA guard or soldier in the prison.

 _With the Avengers…_

"Huh?" Ms. Marvel scratched her head, confused as to why her cell was open. She stepped out and found everyone's cell open. Everyone regrouped with Captain America. They couldn't hear the death outside due to the thickness of the walls.

"Alright for some unknown reason we were released. Might as well take it. Everyone move out!" Cap commanded the Avengers. They then headed to the exit, only for it to be opened by four figures. Everyone got in a battle stance to fight any HYDRA guard, but were surprised to find it was four figures wearing armor they didn't recognized with the letters 'UNSCDF' etched on their shoulder pad. One came up wearing mostly Green armor with some White and Black on his leg. He also wore a helmet of unknown design and orange tinted glasses with a microphone. He carried an unknown weapon and another unknown weapon his right leg. The weapon he was carrying was most likely an assault rifle and a pistol on his leg. His arms are covered with sleeves and wearing black gloves. He lowered his weapon and approached the Avengers.

"Oy! It's you Avengers! Time ta get a movin'!" He told the Avengers with an Australian accent. The Avengers shared confused looks.

"Who are you?" Black Panther demanded as he readied his claws.

"Stand down T'Challa." Captain ordered the King of Wakanda. Black Panther begrudgingly complied, Cap then approached the unknown individual.

"Sorry but who are you and your friends?" Captain inquired, "Did you release us?" The individual chuckled and answered,

"Mate' we released ya, well not me, but the Chief or Spartan-117 as you know him." he replied casually. This got wide eyes from the Avengers as they knew Spartan-117 from Spider-Man and Johnny Storm.

"Really?" War Machine asked as Iron Man joined him right by his side.

"Yeah, well, we should get a movin' then." The individual stated. Though the Avengers still have a question to ask.

"You guys aren't the ODST or the Spartan then you are…?" She-Hulk asked as she awaited an answer. Chipps Dubbo had to check in the Chief if he should tell them.

"Hold on mates," The individual said as he put two fingers to where his ear his, where the Avengers assumed is to contact someone. Once the Marine heard a click he asked, "Chief, should I tell em'?" It took a moment for Chief to answer but soon he got his answer,

" _Affirmative, we want the Avengers to trust us, Chief out."_ Master Chief said over the line.

"Copy that, over and out." The Marine said as he disconnected from the line and turned to the Avengers who were watching him intently. He then attached his weapon to his back, then proceeded to bring his right gloved hand out for the Captain to shake, in which he accepted with no hesitation.

"Private First Class Chipps Dubbo, pleasure to make your acquaintance." He said while shaking the Captain's hand. Cap was initially surprised to discover that this guy is military, though he should have figured it out sooner. Chipps released his hand and then a man of African descent stepped up wearing a helmet, without the orange glasses showing his brown eyes. He gives out his right gloved hand to Cap and he accepts it.

"Staff Sergeant Marcus Banks at your service, Captain." Marcus introduces himself to the Captain. He releases his hand and another man wearing the same helmet Marcus and Chipps were wearing, instead he wore a sleeveless and Toesox gloves. He holds out his hand to shake and the Captain takes it.

"Corporal Perez Captain." Perez introduces himself, with a slight accent. Perez releases and then the final man steps up. The man had a helmet with a small green screen for his right eye, sleeves, and gloves. He holds out his gloved right hand to shake and the Captain takes it.

"Private First Class Wallace Jenkins." Wallace introduces himself during the handshake. Wallace releases and all four Marines saluted towards the Captain. The Captain, including the Avengers were surprised by this action, but nonetheless the Captain returned the salute.

"So are you ODSTs or a Spartan? Or something else?" Iron Man questioned the four individuals. Chipps shakes his head lightly.

"Nah, we're Marines." Chipps answers Iron Man's question. They all shared a confused look.

"Like the U.S Marines?" She-Hulk asked. Again, Chipps shakes his head and reveals his shoulder pad toward them.

"The UNSCDF Marines or the UNSCMC." He pointed to the letters 'UNSCDF' on his shoulder pad. The Avengers had confused looks.

"But there's no such thing as the UNSCDF. Right?" Hawkeye asked his comrades while scratching his head slightly, indicating that he was confused. The Marines shook their heads saying no. Before anymore questions could be asked they heard heavy foot steps. The Avengers, save for the Marines, got in a fighting stance. The Marines turned around and had their weapons lowered much to the Avenger's confusion.

"Aren't you going to raise your weapons?" Black Widow asks confused as the Marines have their weapons lowered. Her question was answered in the form of the seven foot tall armored being in front of the Marines, appearing out of thin air.

"Master Chief, sir!" They said in unison and saluted towards Master Chief, holding his BR55 and two Spikers on each leg.

"At ease, Marines." He told the Marines who dropped their salute and held their weapons with both hands. Master Chief looked over the Marines, which really wasn't difficult given his height, and found the Avengers.

"I trust you have introduced yourselves accordingly?" Master Chief asked the Marines, in which they nodded. The Marines made way for Chief to meet the Captain. He approached the Captain, the Avengers were in awe at his height and armor. Tony was practically drooling over the armor before him.

"Captain Rogers." Master Chief nodded in greeting, getting a nod out of Steve Rogers.

"We got word that HYDRA found a dangerous weapon-" He was interrupted by Ms. Marvel.

"Did you find them?" Ms. Marvel asked suddenly but Chief disregarded her and went on.

"However we discovered that it was a setup to capture your team so there is no lethal weapon HYDRA has. They just needed your team out of your equation to make world domination easier." Chief informed them. Cap nodded to that.

"Is everyone of your members accounted for?" Chief asked as he addressed the Avengers.

"Not everyone, Spider-Man is MIA." Cap answered Chief as he and the rest of the team grew a somber expression. He might be annoying but he and the Goblin have been at each others throats. The Green Goblin caused much pain to the web-slinger. He was like a little brother to the team.

"Alright," Chief began, "Anyone know where he went?" he asked for any location on the wall-crawler. The Avengers shook their heads to that.

"Unfortunately, we don't know, but after we get out we have to search for him." Cap stated, determined to find to find Spider-Man. The Avengers shared the same as well.

"Very well," Chief said as he also agreed to find him, he never left anyone behind, "We must exit the prison. The ODSTs are dealing with Crossbones and HYDRA's forces." As if on cue his comms crackled to life. " _Chief, Johnson here, we're taking heavy fire. Need some backup._ " Johnson said over the radio as gunshots could be heard in the backround. " _STAY DOWN YOU SON OF A BITCH!"_ Johnson yelled as he fired a burst of BR55 at a group of soldiers.

"Copy that, she's prepping the Pelican with a Scorpion underway now. ETA 5 minutes." John replied to Johnson.

" _Roger that! ALPHA-4 AND ALPHA-1! YOUR UP ON THE SCORPION!_ " Johnson shouted to Rookie and Buck who nodded at the end. " _Alright Chief, Johnson out!"_ then the radio line disconnected. Chief hoisted his BR55 and checked the magazine in it, once satisfied he pushed in the clip. Chief then returned to the Marines and Avengers who watched him reply to Johnson.

"We need to move, the ODSTs are pinned down by HYDRA forces, A.I.M., and Crossbones. I've already put in word for a Scorpion." John told them.

"The ODSTs are here?" Iron Man inquired as he wanted to see the UNSC soldiers in action.

"Yes, if we move maybe you can see them." John replied to Iron Man, "I'll take point, Avengers fall in behind me, Marines check our six." John ordered them and the Avengers surprisingly complied. They made their way through the prison to the exit and they saw the dead HYDRA soldiers along the way, and to some extent, what left of them. They found HYDRA soldiers impaled by Spikes and smelt burnt flesh. Some guards and soldiers were impaled to the wall. One soldier had a spike to his head and it showed right through. The Avengers grimaced at the brutality the Spartan showed to these soldiers. The Avengers, save for Black Widow, grew pale at seeing soldiers without limbs and some were headless. Some of the soldier's heads and other limbs were bent at angles that the Avengers had to look away. They saw the Spartan and Marines weren't affected by it and it horrified them.

' _JESUS! Look at them all!'_ Captain thought with dread. He's never seen this much brutality ever.

' _Oh god, they're not joking around'_ Carol thought with horror.

' _How can they even do that?'_ She-Hulk wondered as to how the Spartan and Marines kill the soldiers in every brutal way possible

' _My god, this might even scare Doctor Doom if he saw this'_ Iron man thought with shock. It amused him if here to see the look on Doom's face if he saw this.

' _The Spartan and Marines display such brutality, very impressive'_ Was the thought of the king of Wakanda.

' _Truly impressive, even I can't do that'_ Black Widow thought as she saw a soldier's head bent at an uneven angle. ' _Still, it's horrifying'_ She shuddered at the thought if she were the one there. ' _Viper would surrender at the very sight of this'_ she thought amused.

' _These guys ain't messin' around'_ Thought War Machine as he saw the horrifying way of how these unfortunate soldiers went up against the Spartan and the Marines.

Along the way Chief and Cortana were discussing privately in his helmet, he turned off his external speakers so no one could hear him.

" _John I sent the Pelican toward the Dawn to hook a Scorpion up, it's coming down now. The ODSTs should get their ride in 30 seconds."_ Cortana informed Master Chief of the situation on the Scorpion.

"Good, anything else to report? The whereabouts of Spider-Man?" John asked as he wanted to know the location of Spider-Man. He agreed with the Captain that Spider-Man can't be left behind.

" _HYDRA air forces will be supporting the HYDRA and A.I.M forces to eliminate the ODSTs. I sent two sparrowhawks piloted by ODST pilots, so they should take down the Air Force with ease."_ Cortana replied to Chief, " _As for Spider-Man's location, I still need time to lock onto the Green Goblin's glider. Surprisingly, it's difficult, but I'm up for a challenge."_ John nodded in response. The group neared the exit and could hear the gun fires.

* * *

 _With the ODSTs…_

The ODSTs looked up into the sky at the sound of an engine roaring. Both forces stopped at the sudden roar. It revealed a pelican with a M808B Main-Battle Tank or the Scorpion. It hovered near the ODSTs and detached the Scorpion, and it landed with a 'THUD'. The ODSTs noticed to AV-22 Sparrowhawks at each side of the Pelican. Hydra and A.I.M forces started firing at the three aircrafts but their weapons were too weak and many shots missed as they dodged it with ease.

"There's our ride," Johnson pointed out, "ALPHA-4, ALPHA-1, IN THE SCORPION NOW AND OPEN FIRE AT THE BASTARDS!" Johnson ordered Rookie and Buck who complied. Rookie hopped on the Scorpion, opened the hatch, entered it, and closed it and started the vehicle. Buck stepped up and got into the gunner seat and immediately started mowing down enemy soldiers. Crossbones was still taking cover, but he managed to call for Air support. He received word that eight HYDRA jets will deal with the enemy.

The pelican turned to the enemy and fired its turret, shooting four bursts at a time.

"ARGHH!" One soldier yelled in pain while another screamed in agony. The turret of the pelican literally chopped them up into pieces. Soon the AV-22 Sparrowhawks moved forward to deal with the eight HYDRA jets incoming. The AV-22's left he zone awaiting the jets. Crossbones was losing many forces due to the Pelican and Scorpion. The Scorpion fired its cannon at a HYDRA tank, blowing it up, showing a beautiful explosion. Another shell was fired and impacted the side of another HYDRA tank, destroying it. Two HYDRA tanks were remaining and were quickly dispatched by the Tank, try as they might but the Scorpion's armor was too advanced for the Tanks to deal considerable damage. Buck and the Marine pilot in the pelican were mowing down troops. They were joined by the Avengers, Master Chief, and the Marines.

"HOLY SHIT! LOOK AT THAT!" Hawkeye pointed towards the Pelican and the Scorpion. The Avengers were wide eyed at the two vehicles showing their power. They looked to where the HYDRA and A.I.M soldiers were, and what they found shocked them. Blood was everywhere, pools of blood. Limbs varying from legs, arms, feet, and hands were scattered everywhere in the field. Ms. Marvel, She-Hulk, Iron Man, War Machine, and Black Panther grew green, with the exception of Black Widow. Some almost vomited and others coughed.

"OH MY GOD!" Ms. Marvel exclaimed in surprise at the gruesome scene before theme. It was grotesque, horrifying, and makes you sick in the stomach. The scene didn't bother The Spartan, Marines, and ODSTs as they seen far worse, for the Marines the LMDs saw far worse in their data.

"I'm gonna be sick" Iron Man said and raised his faceplate up and actually vomited. They couldn't blame them. It was a gruesome scene.

Chief got a radio transmission from one of the ODST Pilots from the AV-22 Sparrowhawks and answered it.

" _Sir, HYDRA jets intercepted and destroyed, returning to battlefield."_ The voice informed the Master Chief of their completed objective.

"Good work, go ahead and clean up the enemy." Chief ordered it. The pilot said 'Yes Sir' and disconnected.

"You can stay here or you can fight, Marines move up and neutralize any HYDRA or A.I.M personnel." Chief commanded the Marines who instantly complied and went off to eliminate the enemy, leaving the Avengers to their thoughts.

"Cap do you see this!" Iron man called Cap, gesturing to the gruesome battlefield. "THEY did this! Do you see this?"

"Yes, Tony." Cap sighed, "But we're dealing with HYDRA." Steve pointed out.

"This is overkill Captain Rogers, observe that man over there." Black Panther said while pointing at Dutch holding the NA4, spewing blue fire to the soldiers in the immediate vicinity. Steve and the Avengers observed him as he spewed flames and one caught a soldier to his head and soon fell headless to the floor. Others screamed in agony and pain as they clutched their lost limbs from the heat. Meanwhile, Iron Man is recording the scene around him and the Avengers. They saw the Scorpion move up to eliminate HYDRA forces. They saw the skill and teamwork they had as they worked together to kill every soldier.

"Look over there!" She-Hulk pointed towards the horizon. The others followed their line of sight to where her finger is and found two vehicles of unknown kind.

"The hell! These guys have some serious shit!" Hawkeye commented as he observed the design. The two vehicles were AV-22 Sparrowhawks and had Dual GUA-23/AW/Linkless Feed Autocannons and a nose mounted M6 Grindell/Galilean Nonlinear Cannon.

"Impressive design." Black Widow simply remarked as she and the rest observed. The Dual auto cannons then fired, and instantly any HYDRA forces were completely decimated by it. Then it started its Laser every 5 seconds to maximize damage. The HYDRA and A.I.M forces where overwhelmed by Air Support by Pelican and AV-22 and ground troops ODSTs, Marines, and a Spartan. They were being ripped to shreds.

The Spartan stepped up and said in a commanding, authority voice, "Surrender now! Or suffer the consequences!" The HYDRA soldiers complied immediately since they were taking too may losses, however, Crossbones won't be going down without a fight.

Crossbones stepped out and charged the Spartan with all his strength and speed, diving his fist into his helmet, only to be caught by the Spartan as he began to twist his had with extreme force that he let out a blood curdling scream.

"AGGGGGGHHHHHHHHHHH!" Crossbone yelled as his hand was being twisted with extreme ease by one man. Master Chief reared his fist back and hit Crossbone's helmet with enough force to knock him out. He then picked up Crossbones and tossed him towards Captain America. Crossbones lied limp beneath Captain America's feet.

"Don't worry, I assure you it knocked him out." Master Chief assured the Avengers, who sighed in relief. "He falls under your's and S.H.I.E.L.D's jurisdiction as well as the HYDRA and A.I.M soldiers." Chief simply said and pointed towards the soldiers who surrendered and were held at gun point by the ODSTs and Marines.

"Thank you, Master Chief." Steve thanked Master Chief who nodded, "Call S.H.I.E.L.D for a pickup for the prisoners." Steve ordered Iron Man and did so.

"Keep watch of the prisoners, I believe this is where we part ways Captain Rogers," Chief bid farewell to Captain Rogers.

"But what about Spider-Man?" Black Panther asked as the other Avengers are worried about his well-being in the Green Goblin's hands.

"We will discuss the matter of Spider-Man's whereabouts at the Helicarrier tomorrow at 1300 hours, if that is okay with director Fury. We are still locating the Green Goblin's glider but we assure you that we will have the location tomorrow." Chief assured them and they smiled in appreciation.

"Thanks for the rescue, we appreciate it." Iron man said grateful for the rescue.

"Think nothing of it Mr. Stark, we simply want to gain you and S.H.I.E.L.D.'s trust. We must go we have to report in to our commander." He stated and made a sign to Johnson to get in the pelican. The pelican landed and Master Chief entered in first.

"ALRIGHT MARINES AND TROOPERS! GET YOUR ASS IN THE PELICAN!" Johnson's voice boomed over the battlefield that it startled the Avengers.

"YES SIR!" The Marines and ODSTs replied in unison. They entered the pelican but not before attaching the Scorpion to it. Another Pelican came onto the scene to attach the overturned Warthog, with John's help flipped it over, and attached it to the pelican. Master Chief made his way to the pelican with the Scorpion.

"Captain Rogers!" Master Chief called over to Steve as he turned around. The Marines and ODSTs including Johnson gathered around the Spartan and saluted one last time to Steve. Steve as well as the rest of the Avengers were shocked by this action but Steve returned it once again. They dropped their salute and entered the Pelican. The two Pelicans and AV-22 gained altitude and left the area.

"They're quite the bunch." She-Hulk commented on their salute to Steve.

"Definitely." Ms. Marvel agreed. The Avengers watched the prisoners until S.H.I.E.L.D arrived. Suddenly Natasha cursed loudly, catching the Avengers attention.

"What's wrong Natasha?" Steve asked his comrade, he knew when Natasha cursed it was bad news.

"*sigh* I attached a Level 5 Omega S.H.I.E.L.D tracker to their 'Pelican' and I lost the signal." Natasha admitted to the Avengers. Hawkeye and Iron Man gasped at that, much to the others confusion.

"Let me guess, its the most powerful and advanced tracking device S.H.I.E.L.D made?" She-Hulk guessed.

"Yes, it was used to track Doom and the Skrulls. How they managed to locate it and destroy it is beyond me." Widow explained to the Avengers.

"Then perhaps the next time we see them, they will not take that action too kindly." Black Panther pointed out. They all nodded in agreement and waited for S.H.I.E.L.D to arrive.

Unknown to them, Cortana detected it on the dropship and hacked into it and disabled it with ease. ' _Child's play'_ she thought with a grin.

* * *

 _ **A/N: 3rd Chapter down! Sorry for the delay, there will be lots of delays unfortunately. I'm busy with skill and other stuff. Hope you enjoyed this chapter. Reviews would be nice and tell me how I can improve this story and future stories. I'm new to this story business. Review, Favorite, blah, blah blah. If there's any authors out there give me tips on how I can improve my story and future stories.**_

 _ **Next Chapter: Locating Spider-Man**_


	4. Marines Reporting for Duty

_**A/N: Welcome to the next chapter to Heroes and Soldiers. I try my best to improve my chapters and make it as detailed as possible. Sorry for the delay, hope your not mad at me. I'm a bad author in my opinion but I do this for fun. Enjoy.**_

 _ **DISCLAIMER: I don't own Halo, Marvel, or anything that is mentioned. They belong to their respective owners.**_

* * *

 _At the HYDRA prison…_

S.H.I.E.L.D aircraft landed inside the HYDRA prison. The rear hatch of some aircraft's opened, allowing S.H.I.E.L.D soldiers to exit the vehicle. Once the soldiers got out they took a quick look around them. What they saw was a massacre. HYDRA and A.I.M soldiers lay lifeless on the ground with blood pooling around most of them. What got their attention though was that a good amount of soldiers had limbs missing and even some without heads. Some S.H.I.E.L.D soldiers grimaced slightly at the unnerving sight. Once they looked around once more they spotted the Avengers waiting for them. S.H.I.E.L.D soldiers approached the Avengers with the weapons at the ready, prepared for any sudden attacks. The Avengers noticed S.H.I.E.L.D's arrival once the soldiers approached them. One soldier stepped up to Captain America.

"What the hell happened here, Captain?" The soldier demanded. The soldiers were curious as well. Whatever caused such violence wasn't the Avengers, it wasn't like them.

"Unfortunately we were captured by HYDRA with a well coordinated plan. Though we were rescued by an unknown faction. Their faction name could possibly be the 'UNSC' soldier. Is Agent Coulson here?" Captain questioned. When they called for S.H.I.E.L.D they were informed Agent Coulson would arrive with the force. The soldier, possibly the leader, stepped back from Captain America and made room for Agent Coulson to stride right up to Captain America.

"Agent Coulson." Captain America nodded towards him.

"What the hell happened here Rogers?" Coulson questioned him, unaware the same question was asked. With a sigh Captain America told him what he told the S.H.I.E.L.D soldier.

Coulson rubbed his chin thoughtfully. He was just about to call Fury but Steve added one little bit of information that caught his attention.

"This 'UNSC' faction also consisted of the Spartan and ODST, Coulson." Steve told the S.H.I.E.L.D Agent. This earned shocked faces from underneath the soldier's helmets within hearing range. The Spartan and four ODSTs literally came out of the sky straight into Times Square and apprehended the Sinister Six with ease. From what they've seen on the news they held very advanced weaponry.

"Really?" Coulson raised an eye-brow from the information. The Spartan and ODSTs rescued The Avengers? How would they know they were even captured anyway?

"Indeed, Coulson." This time Black Panther cut in as he stepped up next to Steve. "But they were not alone."

"How so?" Coulson inquired, interested of who came with the Spartan and ODSTs. Coulson saw Black Widow step up from her position as she observed the conversation from a distance.

"Apparently they had Marines. Although they did not look similar to the U.S Marines, but their fatigues share a resemblance." Natasha informed Coulson, vividly remembering the details of the four Marine's armor. Their armor was mostly green, save for the Black and White on the upper thigh. Coulson nodded then turned to Captain America.

"Anything else we should know?" Coulson asked the Captain. He saw the Captain take on a sad look, concerning Coulson slightly.

"Spider-Man is MIA." Captain plainly said, still visibly saddened by that bit of information.

"Any idea of his location" Coulson professionally asked, waiting for an answer from Captain America. This time Widow answers him.

"Negative Coulson, the Green Goblin took him from us to god knows where." Widow told Coulson, which he nodded to that. Suddenly Iron Man flew over to Coulson.

"Hey Coulson, nice seein' you here." Tony casually greeted as if they were old friends. Coulson didn't respond to him, still staring at him. "By the way," Tony continued as he gestured his arms behind him, "Might wanna get your buddies to put these guys to prison. They surrendered, fortunately." Iron Man shuddered involuntarily as he vividly remembered the scene as soon as he came out. Coulson looked over to where Tony was gesturing towards to and found a few HYDRA and A.I.M soldiers being watched by the rest of the Avengers, Ms. Marvel, She-Hulk, War Machine, and Hawkeye. Coulson could see that the soldiers were too visibly shaken by the events that occurred before he arrived. Coulson ordered S.H.I.E.L.D soldiers to set a perimeter and apprehend the surrendered soldiers. The soldiers followed his orders and they took them out. The soldiers handcuffed the surviving soldiers with S.H.I.E.L.D designed handcuffs and took them inside various aircraft's. Once the prisoners were taken off their hands, War Machine, Ms. Marvel, She-Hulk, and Hawkeye made their way to Captain America and Coulson.

"Hello Agent Coulson." War Machine greeted as his faceplate popped upwards, revealing Colonel Rhodes.

"Hello Colonel Rhodes." Coulson responded in kind as he faced War Machine then he contacted Fury to inform him of the situation. Soon a projection was shown from Coulson's watch, showing the one-eyed Director of S.H.I.E.L.D. The Avengers instantly faced towards Nick Fury as the projection came up.

"Agent Coulson." Nick Fury greeted said man, causing said man to nod in return. "What's the situation?"

"We're rounding up any survivors at the HYDRA prison sir." Coulson told him and took a brief look at S.H.I.E.L.D soldiers moving the prisoners into the aircraft. "It's a bloody mess down here."

"And Spider-Man's missing." Carol added, not happy with the fact that Norman Osborn had Spider-Man in his hands. Though, the Spartan did say they would discuss Spider-Man tomorrow at the Helicarrier, giving a glimmer of hope of rescuing the Web-head.

Fury frowned with the last bit of information. "Any idea of where his location may be?" Fury asked the Avengers.

"Unfortunately not," Coulson began, "presumably Green Goblin captured him."

"Norman..." Fury growled quietly. Fortunately the heroes and Coulson couldn't hear him. With a sigh he looked at the currently Assembled Avengers. "Just get your ass back up here." Was all Nick Fury said before disconnecting. The communication ended and Coulson turned off his specially designed S.H.I.E.L.D watch and looked at the heroes.

"You heard the man." Coulson said then walked over to the helicopter he came from. The Avengers that were unable to fly joined Coulson while Iron Man, War Machine, and Ms. Marvel awaited for the departure. Once the helicopter lifted off the three followed suite, leaving S.H.I.E.L.D personnel to clean up the mess.

* * *

 _30 minutes later…_

The video Tony managed to capture ended in the S.H.I.E.L.D Helicarrier. The gathered people included the Avengers with Nick Fury, Agent Coulson, and Maria Hill. Fury observed the ODSTs, Marines, and Spartans in the video as they worked together to eliminate HYDRA and A.I.M soldiers. It was an unnerving sight for seeing HYDRA and A.I.M soldiers losing their limbs from their advanced weaponry, especially the flamethrower that one ODST was equipped with. Iron Man managed to capture the ODST spewing flame towards a HYDRA soldier's head, leaving him headless as he fell to the ground. Hill was shocked at the brutality the Spartan and ODST showed, showing they meant business. Coulson shared the same feeling Hill had. Fury managed one word to escape his lips.

"Impressive." was all he said, causing the gathered heroes and even his two S.H.I.E.L.D Agents to look at him as if he were a lunatic.

"IMPRESSIVE?! THAT'S ALL YOU HAVE TO SAY?!" She-Hulk exclaimed, outraged by how cool he was looking at the HYDRA and A.I.M soldiers suffer. She would probably never get those images out of her head, hell its going to give her nightmares from now on.

"Are you sure your okay Fury? How do those not give you chills, I'm going to have a tough time sleeping tonight." Hawkeye said as he looked at Fury in shock.

"Trust me Barton, it is an unnerving sight but their teamwork skills and how they handle themselves is perfect—impressive. They were probably trained beyond comprehension." Fury complimented their skills.

"I concur with Fury." Black Panther agreed as he stood up from his chair, "Their skills is beyond a warrior. Plus their Technology is far beyond us, bypassing Stark or Reed Richards."

"But should we trust them, sir?" Maria Hill asked her boss.

"No, not yet. They have to prove themselves and with their technology they could destroy Earth alone." Nick Fury gravely said and his two Agents agreed with him.

"What of this 'UNSC'" Natasha curiously asked. They informed Fury of the Spartan's and ODST's faction, the UNSC. A possible group or private military?

"I've ran every search on every military on Earth and not one contains the UNSC." Fury sighed. He would've expected something to pop up but unfortunately the UNSC is not within the ranks of the world's military.

"What about Spider-Man Fury? They told us they would discuss about his whereabouts. I'm sure with their technology they would be able to locate him." Steve said, confident that they would find him. Fury had to agree and was looking forward for tomorrow. ' _Gives me a chance to take a look at their tech and armor'_ Fury thought to himself.

"We wait till tomorrow, I'm sure with their technology they would be able to locate Spider-Man. S.H.I.E.L.D's tech is unable to locate Spider-Man at the moment so our only hope is the Spartan and ODSTs." then said, "Dismissed." the team made way for the door, going back to New York.

* * *

 _In New York Manhattan…_

Driving through the streets is one strange vehicle with no doors with the trunk exposed in its glory, though only a figure sat in the trunk. The M12 LRV made a right turn as soon as the light turned Green. In the Warthog was Rookie maneuvering the vehicle, Romeo sat in the passenger seat kicking his legs up, and Dutch sat in the back. As always their ride turned many heads at their direction. Once again people stared at the Hog once it suddenly halted at a red light. People murmured as they stared at the Hog. Once the Hog drove forward it took a few moments for people to continue on with their bland lives. Rookie parked the Hog at one of the many parking spots. Rookie turned off the engine and leaped out of the vehicle with Romeo and Dutch following suite.

"So, why are we at a park?" Romeo asked as he looked around and noticed trees, grass, and bushes with civilians having picnics and children playing, though some stopped and turned to look at the Hog in awe.

"It relaxing, honestly. You can't really relax when your about to be dropped from high orbit with a chance of dying." Rookie told them humorously with a smile with Dutch and Romeo reciprocating his smile.

"That's true." Dutch agreed while smiling before adding, "Where we heading?"

Rookie shrugged in response, not really having a specific place in mind. "Eh, we just stroll around the park. You know, relax?" Rookie suggested to his comrades. Dutch turned to look at Romeo who shrugged, having nothing else to do since Chief and Buck were busy locating Spider-Man's location. For a Goblin, Norman was difficult to find even with superior technology. Dutch agreed to Rookie's suggestion and the three Troopers strolled around the park, taking in the beautiful scenery. They never took the time to actually look at the environment but now they could see it's beauty. It's been a while for them since the Human-Covenant war that they rarely saw life, only burnt and glassed planets. Civilians passed by them, awed at their size and unnerved by their visible scars. The three took the time to take in the sights and enjoyed it. Unlike John, the ODSTs adjusted better to civilian life. John, however, never experienced civilian life with him and his brothers and sisters abducted from their homes to be trained, augmented, and become super soldiers for the UNSC. Sure John could be a civilian on a mission but he was uncomfortable with being a civilian without an objective or task. Rookie, Dutch, and Romeo sought for a nearby hotdog vendor and bought their hot dogs. Rookie made sure to grab napkins and the three made way towards a nearby bench where they could eat, though Dutch preferred to stand while Rookie and Romeo took a seat and ate their food.

"Mmmm..." Romeo moaned in delight as he enjoyed the simple meal, "This is really good." He said with his muffled voice as he was still chewing on his food, Dutch showing his disapproval.

Dutch gulped down a chunk of the hotdog and bun then looked at Romeo distastefully. "Romeo, don't talk while you eat. You're making a mess." Dutch scolded. Indeed Romeo did make a mess as the three looked down to where crumbs of hotdog and bun alike were on the concrete floor.

"Meh." Romeo shrugged with no concern of the mess he created. Dutch frowned as he watched Romeo enjoy his hotdog while Rookie had an amused look plastered across his face. Within a few seconds Romeo finished the last piece of his hotdog and obnoxiously burped causing Dutch and Rookie to look at him funny. Romeo rolled his eyes, wiping his mouth and stretched his arms, enjoying the feeling. Rookie finished his meal and soon Dutch did as well. Rookie once again observed his environment and noticed it was as beautiful as Harvest before it was glassed. He vividly remembered viewing the images of Harvest before it was glassed and after. He was devastated, angry at the Covenant bastards. He closed his eyes, lightly shaking his head in the process to get rid of those memories. ' _The war's over...we won. We won.'_ Rookie calmed himself, banishing those memories.

Dutch, out of the corner of his eye, saw Rookie become tense. Turning his head to look at Rookie he found him with his eyes closed. Lightly, Dutch shook him to gain his attention, succeeding in the process. "Rookie? You okay?" Dutch asked concerned of his tense state.

"I'm fine. Just...some memories." Rookie assured Dutch with a small smile. Dutch nodded, accepting his answer and returned to look at Romeo, staring at him. Romeo noticed this action and decided to joke around.

"Take it picture, it lasts longer." Romeo smirked at Dutch. Dutch shook his head and looked down at his UNSC watch, the design slightly changed by Cortana. The watch was sleek Black all around with the UNSC emblem removed from the bottom of the screen. It was a digital watch, showing the Time, Day, and Month. Four buttons were located at the four corners/edges of the watch, allowing to adjust the time, cycle through various options, change options, and display the time with a hologram. Dutch read the time: 13:12, slightly moving his eyes he checked the day: Wednesday, and checked the date: July 7th, 2016. Dutch then adjusted his eyes to look at the buildings of Manhattan, though they were obscured by the leaves of a tree. Moving, Dutch positioned himself so he would be able to have a clear view of the buildings. Dutch mentally compared them to his reality's buildings and found that they were slightly similar, only that the structure and foundation in his reality was way better than this reality's.

"What are you looking for Dutch? Some random superhero flying in the sky?" Romeo asked him, noticing that Dutch moved to look upon the sky, he assumed.

"No," Dutch replied without looking at him, still looking at the buildings, "this reality's buildings are similar to ours but I can bet that our reality's buildings can withstand way more than this." Dutch voiced his thoughts aloud.

"Duh, its because were from the future!" Romeo said, as if it were obvious.

"He's got a point Dutch." Rookie cut in voicing his opinion, "You can't expect a 21st century humankind to develop our technology; 500 years from now." Rookie stated.

Dutch nodded, reluctantly agreeing with the two, "I guess it should have been obvious."

"Hello." A new voice spoke up. The three turned to look at the newcomer and once they saw who it was they raised expectant eyebrows.

 _In New York, Manhattan: 1305…_

Four females were strolling around a park in New York, relieving stress and tension, but it did not relieve their worry. Carol Danvers, Jennifer Walters, Wanda Maximoff, and Jessica Drew strolled about the park. As they passed by, people easily recognized She-Hulk amongst the crew, without a doubt it war her height and Green skin that attracted attention. Everyone knew better than to approach the four as they were among the Avengers, unless they were approached by one. Men stared in awe and longing lost, commenting on how ' _sexy'_ or ' _hot'_ She-Hulk or another female Avenger looked. The four ignored the stares and comments, however, they did sign pictures for the children that approached them.

"Whew...man it feels great to help the little guys." She-Hulk said with a smile as she finished giving an autograph to a little girl as she ran away to tell her mother or father.

"It is a nice feeling." Carol added to Jen's comment, smiling at the memories of giving autographs to children. She remembered the children having bright smiles, excited that they managed to obtain an autograph from a superhero, especially an Avenger.

"I hope Spidey's alright." Jessica Drew worriedly stated her concerns over her male counterpart. Spidey is much like a brother to Jessica; always there to crack the jokes or cheer her or a fellow teammate up. The fact that he was in the hands of the lunatic Osborn did not ease her concerns instead raising it. Though, when Carol told her that they encountered the Spartan, ODSTs, and much to her surprise, Marines, it shocked her. She only heard of the Spartan and ODST through media of course, but the way Carol described on how they eliminated HYDRA and A.I.M soldiers she was glad she wasn't there to witness it. When she saw their armor through the media it peaked her interest. It's obvious that their armor was way more advanced than any armor created to date, especially S.H.I.E.L.D's or Tony's. Once Carol said that the Spartan told the Avengers that they would try and locate Spider-Man and bring him home, it slightly eased her concerns. _SLIGHTLY._

' _God knows how Peter would react to how the they destroyed the HYDRA prison.'_ Jessica mentally said. He would probably freak out. She knows he doesn't kill, NEVER kills.

"Please Jessica, you need to calm down. I'm sure with the Spartan's help we could find Spider-Man tomorrow." Wanda calmly assured Jessica with a smile. Jessica smiled in return, appreciating her concern.

"I know. Sorry." Jessica apologized before adding, "Still I'm worried."

"We all are. Spidey's like our little brother in the Avengers." Carol joked causing the other three to laugh, relieving Jessica's worried state. "Relax Jess. I'm sure Spidey would be alright. We'll find him by Thursday and bring him home." Carol assured Jess and it seemed to work as Jessica smiled in appreciation. Some hours ago they came up to Peter's apartment, informing MJ of his disappearance, leaving his wife to worry. Though they did assure her that they would find him and bring him back by Thursday. They even told her that the Spartan would help locate him, surprising MJ but that surprise. MJ remembered the Spartan and ODSTs on the news. To find out that they were helping her find her husband was a surprise.

' _I want to be on the Helicarrier with you guys. I deserve to know where Peter is once you and this Spartan find him.'_ MJ told them sternly. The Avengers were reluctant to agree they decided to check on Fury. With a sigh, Fury gave them the green light and the Avengers told MJ that they would pick her up to go to the helicarrier.

The four walked in silence, enjoying the scenery and smiling faces of many of the families that were visiting the park. Though Carol, She-Hulk, and Wanda were surprised to see two familiar men with another unknown man. The three recognized the one standing and the other sitting but they didn't recognize the third member.

"Is that who I think they are?" She-Hulk questioned, looking at the three men chatting.

"Are they..." Carol trailed off much to Jessica's confusion. Jessica followed their line of sight and found three men; two sitting on the bench with the other one standing. The four paused their strolling to look at the three men enjoying hotdogs.

"Am I supposed to recognize them? Are they famous or something?" Jessica asked confused as to why three of her friends have surprise written all over their face.

"No, they're not famous. They did own one kick ass ride though. I don't recognize the other guy though." Jennifer said, referring to the dark skinned man.

"We saw those two," Wanda told Jessica, pointing towards the one standing man and the other man sitting, "At In-N-Out with Natasha. They came in with a seven foot tall behemoth and She-Hulk was not lying that their ride was kick ass." Wanda spoke with awe. She vividly remembers looking at the ' _hog'_ as the three called it. Wanda then added, "They also seemed to be soldiers, but from unknown origin."

Jessica nodded then turned to Carol who was looking at the trio ahead curiously. Jessica looked ahead as well, curious of how the three caught three of her friend's attention.

"Well let's not waste time and introduce ourselves!" Jessica grinned as she walked over to the trio.

"Wait! Jess!" Carol protested as she caught up with Jess. Jess paid no mind to her protests and the three men were becoming closer and closer with each step Jessica took. She-Hulk and Wanda followed, though they didn't protest as they too were curious to know about the three interesting men. "Come on Jess! Stop! They're unknowns!" Carol desperately tried to sway Jess to rethink her choice but to no avail. With an exasperated sigh she too followed along, stopping her protests as she did so. Once the four reached them Jessica stepped up.

"Hello." Jessica simply greeted as the three interesting men turned from their conversation to the newcomers. The four clearly saw them quirk their eyebrows in interest, slightly surprising them. Usually when they approached people, especially when She-Hulk is with them, they usually tend to get a reaction or an exclamation out of them. Instead with the three men they simply get quirked eyebrows as if they found four Avengers approaching them normal or an everyday thing.

' _That's weird. They should've reacted to us. Especially me.'_ She-Hulk wondered in surprise. How would they keep their calm demeanor when being approached by four most renowned and known superheroes? She had no idea.

"Could we help you?" The slightly taller of the three men asked them curiously but in a strange calm manner. He had brown hair and brown eyes as far as the four heroines could see. He had some slight facial hair as well as scar along his right cheek. From what the heroes could observe they found that the three men were well built and in healthy shape.

"Yes, my friends seem to recognize you from In-N-Out. You did attract quite the attention there, correct?" Jessica questioned the man. The man looked over the four curiously, surprised that they remember him.

' _Hmm. They seem to recognize me.'_ Dutch recalled back to when He, Rookie, and John were buying a burger at In-N-Out.

"I believe so." Dutch nodded, "And you fine ladies are…?" Dutch asked them even though the UNSC crew knew their identities but it would make him look skeptical if he seemed to know their names right out of the blue. Rookie and Romeo caught on as to why Dutch asked for their names and approved of his action.

"I'm Jessica Drew." Jessica introduced herself as she extended her hand and Dutch accepted the hand as did Rookie and Romeo.

"Carol Danvers." Carol introduced as she held out her hand and the three men shook it. Though when the man with dark black hair with dark eyes shook it she lightly blushed upon contact and avoided eye contact with him, much to his confusion.

"Wanda Maximoff." Wanda introduced herself with a small smile and extended her hand for the three men to shake. Though when the dark skinned man was about to shake it he lifted her hand to his lips and lightly kissed it.

"M'lady." He said charmingly, causing Wanda to blush lightly and the other Avengers to look on with amusement. Rookie and Dutch gave him questioning looks but he shrugged.

"Jennifer Walters, but you already know who I am." Jennifer guessed as she extended her hand for the three men to shake. She should be recognizable with her green skin and gorgeous looks. I mean who wouldn't recognize her?

"No, I don't believe I know you." The tall man said as he had a thoughtful look on his face giving the impression that he was thinking of who Jennifer was but in actuality he was playing and Rookie and Romeo caught on. The Avengers had shocked looks, especially Jen. Who wouldn't recognize She-Hulk?

"I don't seem to recognize you. Are you a famous author?" Rookie asked curiously, though he was faking it. But they made it seem as if they had no idea who She-Hulk was.

"Are you serious?" Jennifer deadpanned, shocked that they didn't recognize her. The Avengers saw the three men smirk, giving the impression that they were playing around causing the Avengers to chuckle. "Grrr. You got me good." Jennifer admitted with a grin.

"Might I ask who you are?" Carol finally asked the question on their minds.

The tall brown haired man stepped up in his standard UNSC attire, though the UNSC emblem was removed to avoid suspicion and the design was slightly altered. The Avengers noticed his clothing and found it strange. As he extended his hand he flashed a smile, "Taylor Henry Miles but my friends call me Dutch. Just call me Dutch." Dutch introduced himself as the Avengers shook his firm hand.

Next stepped up the dark skinned man with short hair, The Avengers noticing he had the same attire as Dutch. Giving a warm smile he held out his hand to shake, "Kogo Agu. I know it's a weird name but my friends call me Romeo." Romeo introduced himself as the four Avengers shook his hand. When Wanda shook his hand he sent a wink towards her which did not go unnoticed by the four. Wanda, once again, lightly blushed.

Finally stepped up the dark black haired man and a visible scar ran down from the bottom of his right eye down to his right cheek. Giving a small smile he extended his hand and introduced himself, "Nate Stacker at your service, but my squad calls me Rookie." Jessica was the first to shake his hand. The Avengers noticed his clothing is slightly different than Dutch and Romeo as instead of military green shirt and green camouflaged pants he wore a Black shirt and black and white camouflaged pants. ' _Interesting clothing.'_ Wanda noted their fashion.

"Squad?" Jess asked, curious about his squad. ' _Military perhaps?'_ she guessed.

"Yes, these two with me are in my squad, though our leader is busy at the moment." Rookie told her. The four Avengers went on to shake his hand, though when it came to Carol she blushed when her hand made contact to his.

"So, what did you-" Dutch's sentence was cut off by a voice.

"TROOPERS! THERE YOU ARE!" A sudden voice boomed, loud enough for the park to hear. The voice startled many civilians as they turned to look at the source. Even people from afar looked towards the source as they heard it. The seven turn to the source of the booming voice. They found a dark skinned man striding towards them with an attractive female in tow. The man held the look of authority, fearless, and strong-willed. The female also held authority but a stronger sense of authority with a fearless aura. The dark skinned man's voice was gruff and held power and authority.

The dark skinned man with the same clothing as Dutch and Romeo with his black hair in a military cut. The female, however, wore a simple white shirt with blue jeans. Her hair dark hair was short too. Once the man and woman came up in front of them they ignored the four present Avengers and the three men instantly went into a salute position to show respect to two respected personnel in the UNSC, surprising the four present Avengers.

"Sergeant Major, Sir! Commander Keyes!" They saluted as they half shouted, causing many citizens to turn their heads to look at the source of the loud voices once more.

"At ease, Troopers." Sergeant Major dismissed and the three dropped their salute. The four present Avengers looked on with awe and surprise.

' _Alright, I guess they're soldiers. Natasha was right.'_ Carol, Jen, and Wanda noticed. However, Jess had a different trail of thought.

' _Woah! They're soldiers!'_ Jess mentally exclaimed, noticing that they act like a soldier. They were broke out of their thoughts by the female, assuming she was the commander.

"Where are John and Buck?" The female questioned the Romeo, Dutch, and Rookie. The Avengers looked towards the three men, awaiting an answer.

"Training, ma'am." Rookie simply said, though it was a lie. Using the nano-colony he communicated with Miranda and Johnson mentally. ' _They're locating Spider-Man, I think they're almost finished with Green's help.'_ Rookie mentally told them. Miranda and Johnson nodded to that, accepting the answer. The four turned to the Avengers, not fazed in the slightest of their appearance, especially She-Hulk in which the Avengers noticed no such reaction.

' _Okay...Do they meet superheroes everyday?'_ Jennifer wondered. The others had similar thoughts as well.

"Hi! I'm Jessica Drew! Nice to meet you two!" Jess happily extended her own hand and the two accepted the gesture. "And you two are…?"

This time the dark skinned man with black hair stepped up and extended his own hand. "Name's Avery Johnson. My men here know me as Sergeant Major or you could call me Johnson." Johnson's gruff voiced introduced himself. The four nodded and the Woman with dark black hair stepped up and extended her hand.

"Hello. I'm Miranda Keyes, but they," Miranda hooked her thumb back to Rookie, Dutch, Romeo, and Johnson, "call me Commander." Miranda gave a smile as the four shook her hand. "And you three are…?" Miranda questioned with a raised eyebrow.

"I'm Carol Danvers." She smiled as she introduced herself, giving a salute in the process. Miranda smiled in appreciation and nodded to drop the salute.

"I'm Wanda Maximoff, nice to meet you." Wanda smiled, actually appreciating their company.

"And I'm Jennifer Walters but you know me as you know..." Jennifer gestured to her green skin. She could practically feel the eyes locked on her from behind. People still stared at her form.

"Yes, She-Hulk, correct?" Miranda casually asked as if it were an everyday thing. Jennifer nodded in a form of a 'yes'

"You guys are obviously in the military. What branch and rank are you?" Carol inquired, interested at meeting fellow military personnel. Miranda, Johnson, Rookie, Dutch, and Romeo eyed her skeptically but nonetheless decided to answer with their cover story.

"Marine Corps, Sergeant Major." Johnson answered once Miranda gave him the green light in a form of nano-colony.

"That's a high rank to achieve. You must have been at it longer than most." Jessica commented.

Johnson nodded but his face took on a somber look, "Longer than I've ever imagined." Johnson sighed as he closed his eyes, recalling the Insurrectionists and the Human-Covenant war. Hearing his men scream in pain from the plasma burns, he could practically hear it right now. The four Avengers noticed Johnson's eyes held so much pain causing the four to be concerned.

"Are you alright?" Wanda asked the Sergeant. Her voice brought Sergeant out of his memories, focusing on the four Avengers. He banishes the memories as quick as they came. His lips curl upward, smiling for their concern.

"Heh, I'm fine. Just recalling my...time in the Marines." Johnson smiled appreciatively. Wanda smiled back. The four Avengers turned to Romeo next, awaiting his answer to Jessica's question.

With a sigh Romeo told him his rank, "Lance Corporal." Romeo answered, gaining smiles from the four women. The four directed their attention towards Rookie, curious to know his rank. Rookie darts his eyes towards Johnson and Miranda waiting for the green light. Miranda nodded, motioning him to tell him his rank.

"Lance Corporal, same rank as Romeo." Rookie told the four Avengers.

"Lance Corporal, huh?" Carol spoke as she eyed Rookie, "You haven't been in the Marines that long, have you?"

"No. Dutch, Romeo, and I were replacements for the squad as the others were KIA." Rookie replied casually, earning surprised looks from the four Avengers. They chose not to comment on that in fear of bringing back bad memories. The four turned to Dutch.

"My Rank is Corporal, one rank higher than Rookie and Romeo." Dutch told the four Avengers. They nodded and looked towards the final person which is Miranda Keyes.

"Navy Commander." Miranda simply said, brushing a piece of her hair back.

"You must have worked hard for that rank." She-Hulk commented, impressed by her rank. Curiosity got the better of her so she decided to ask Dutch, "Why did you call yourselves ' _helljumpers'_ at the restaurant?"

The UNSC group panicked slightly with the ODSTs mentally chastising themselves. Though Dutch managed to come up with a good lie.

"We're called helljumpers because we go through hell and back again." Dutch lied to the four Avengers. This comment, however, peaked the four's interest.

"Special forces?" This time Carol asked curiously.

"Yes." Dutch nodded and added, "Our training could be described as hell and our missions could be considered suicidal but MOST of us make it alive or uninjured."

The four were in awe of Rookie, Dutch, and Romeo. Wanda decided to ask Dutch, "So are you their squad leader?"

Dutch shook his head, "No. Our squad leader is Edward Buck but we call him Buck." he told the four, but he added, "Johnson however could lead us since he outranks all of us. Buck is Gunnery Sergeant while Johnson is Sergeant Major."

"What about the seven foot tall guy? The one with you and Rookie? What rank is he?" Jen suddenly asked. The secret UNSC crew looked over Jen curiously but nonetheless decided to answer her.

"Him? His name is John Mendez Halsey," Johnson told them using his temporary name, "But we all call him Chief cause' of his rank. Master Chief Petty Officer."

The four Avengers were surprised of his rank. Carol decided to make her surprise obvious.

"He's Master Chief Petty Officer!? But he looks so young!" Carol exclaimed, unable to contain her shock. He looked so young when she first saw him.

Unbeknownst to them cryogenic sleep and slip-space were the result of John's young appearance. It really works wonders.

"He looked like he was in his 20's!" Jennifer spoke in shock. ' _How does he still look so young when he achieved that rank?'_ Jen wondered, recalling her first time seeing the seven foot tall behemoth. The UNSC crew were about to tell them that he was in his 50's but stopped themselves before they could arouse suspicion of their origins. They remained silent with small smirks.

"Why is he look pale though? Is he an Albino?" Wanda wondered aloud, though that question was simply answered.

"He doesn't get sun too often." Miranda told them then quietly muttering, "If he could stop his old habits..." referring to his behavior, acting like a soldier more than a civilian. ' _He needs to enjoy civilian life.'_ Miranda mentally sighed.

Suddenly Cortana was contacting Miranda through nano-colony, if the slight feeling in her head was no indication. ' _Send to cell'_ she mentally commanded. Suddenly her phone was ringing and the others, particularly Johnson, Rookie, Dutch, and Romeo, looked at her.

"Sorry, I have to answer this." Miranda apologized before answering the phone. "Hello?"

"Commander, it's time. We located him." Cortana simply told her in full seriousness, referring to Spider-Man's location.

"Alright, see you there." Miranda told Cortana before hanging up and placing her phone into her pocket. She turned to the four Avengers. "Sorry, we have to leave. Something important popped up." she apologized once more before turning to her men, "Let's go." she commanded them and instantly followed her to their vehicles.

"Wait!" Carol suddenly said. The UNSC crew halted their movements and turned to Carol curiously.

"Yes?" Rookie asked her with a curious look on his face.

"Could we meet another time? We would like to see you guys again." Carol admitted while she played with her long blonde hair. The other three Avengers nodded in agreement as they too enjoyed their company in the short time. Rookie looked over to his comrades. They all nodded and Rookie turned back to Carol and exchanged numbers.

"We'll make sure to bring John and Buck next time." Rookie told them humorously before they bid farewell and the UNSC crew went to their respective vehicles.

"You like him, don't you?" She-Hulk said behind Carol. Carol turned around and saw She-Hulk's grin. Carol managed to prevent the blush that was working towards her face.

"No." but this time the dreamy look in her eyes was a dead giveaway to She-Hulk.

"They're interesting." Wanda commented as she looked over their retreating forms.

"Cap would love them!" Jess exclaimed with a smile.

"I want to meet John, he seems interesting." Jen said with a small smirk.

"Oh. Does She-Hulk have a crush on the seven foot tall Petty Officer?" Carol teased with a grin slowly growing.

"I admit that John looks different than any of the other men. But that's what makes him interesting to me." Jen admitted with a smile plastered across her face. Her smile turned into a smirk as she looked over Carol.

"Do you have a crush on Lance Corporal Nate or should I say Rookie?" Jen teased her teammate. This time, however, Carol couldn't hide her blush.

"N-N-No!" Carol stuttered as she fidgeted with her hands. Jen laughed as she playfully pushed Carol.

"Getting sweet on him aren't you Carol." Jess teased with a grin, " _Oh Nate. Oh how I wish for you to sweep me with your arms and ravish me.'_ Jess mocked Carol. Wanda, Jen, and Jess laughed while Carol furiously blushed.

"Shut up Jess!" Carol furiously told her friend and walked away, hearing their laughs.

* * *

 _On the Forward Unto Dawn…_

The UNSC crew along with the UNSC AI and the Forerunner AI were housed in the frigate. Chief, Buck, Cortana, and Green were already aboard the ship while Miranda, Johnson, Rookie, Dutch, and Romeo were teleported up to the ship. They were all in the bridge, discussing about Spider-Man's rescue mission.

"We found Spider-Man location based on the Green Goblin's guider and our satellite." Cortana stated as she looked over the crew who were paying attention before continuing, "He's in a HYDRA research facility in Europe, specifically Sokovia." Cortana then displayed an image of a seemingly innocent building in the mountains. It looked abandoned but they knew better.

"It seems Green Goblin wants to experiment on Spider-Man before his death. There are few HYDRA guards. Doctor Octavious is also in the facility along with Green Goblin. Satellite images indicate that Spider-Man is locked into a cell but he regained conscious. I'll send you the coordinates and you rescue Spider-Man. Their resistance shouldn't be too hard but I got a squad of Marines on standby if anything gets out of hand." Cortana finished. Suddenly Romeo had an idea related to the LMDs.

"Wait, you said the LMDs could look like anyone right?" Romeo asked Cortana. Cortana nodded and Romeo continued on, "What if we have the LMDs take on Covenant troops like the Brutes, Elites, Grunts, Jackals, Drones, Hutners and all that jazz so we can have a variety of troops to deploy."

Cortana along with the rest of the crew pondered over his idea.

"I have to admit Romeo, that's the first time I heard anything smart come out of your mouth for once." Buck commented as the others laugh while Romeo frowns, "But it sounds like a good idea. It could scare HYDRA's forces and tell them to think twice. I mean look at what the Elites and Brutes did to our troops. I admit that working alongside the Covenant even if they're machines is an uncomfortable idea but its a great idea." Buck agreed with Romeo. The others did agree that working with Covenant troops is an uncomfortable idea but nonetheless an advantage.

"Hmm. I might be able to do that. I still have data when I accessed the Covenant's battlenet so I have most information of how they operate. Plus with this the Covenant can man their own vehicles. I'll see what I can do but its going to be more difficult than what I did with the Marines, ODSTS, and crew members but with Green's help it should at least make the process much easier."

Indeed, the ship now has crew members working on many parts of the ship such as logistics, weapons, intelligence, piloting, etc. There were few LMDs posing as UNSC crew members with their uniforms inside the bridge working on managing the ship. Now the ship has UNSC personnel along with Sentinels that Green brought along.

"Alright, Johnson, Chief, Rookie, Dutch, Romeo, and Buck get prepped. I'll make sure that the a Marine squad is on standby if things get a little dicey. I'll send in two Longswords for an airstrike at the facility once your done. Now hop to it." Miranda ordered and the soldiers instantly went to get prepped. The door automatically opened and allowed Johnson, Chief, Rookie, Dutch, Romeo, and Dutch to exit the bridge to get prepped, and closed. Miranda now turned to the two AIs in the room.

"So, when do I get to know about the secret project?" Miranda asked curious to know what project the two AIs were working on.

"You'll find out but the ' _project'_ , once its finished its a vehicle I'll give you that. It's a vehicle that is to be used to deal with problems beyond us. Its a HUGE one too." Cortana hinted. The Commander furiously tried to think of any vehicle that would fit the AIs description. Once she mentally eliminated any vehicles that didn't fit the description she came up with one. The Commander gasped at the sudden revelation of what the vehicle was and it wasn't housed on the ship...YET.

"You don't mean..."

"Oh yeah. I mean it." Cortana grinned before adding, "Don't tell the others. I want to make it a surprise for them."

"Fine." Miranda sighed and approached her chair and sat on it. She looked at Earth or this dimension's Earth. "So, when do we use it? Once its completed of course." Miranda asked Cortana as she gazed at Earth. Cortana gazed towards Earth as well.

"It should be used only in a large environment like a desert in Nevada not a City like New York. Though it could be deployed in the ocean next to Manhattan but we need to make sure there are no ships within the vicinity."

Miranda nodded in understanding and her lips curved into a devious smile.

"If we use this vehicle on HYDRA..." Miranda started only for Cortana to finish it.

"They'll definitely surrender. Not even their heaviest hitters could stop it." Cortana grinned as she imagined their reactions would be to the large vehicle. Their reactions would be amusing with their mouths agape, wide eyes, and then hiding in fear. Green didn't join in on the conversation as he was lost in his...err..its fascination of Earth and Humankind as he reviewed the data.

Oh yeah...once the vehicle was complete its going to bring hell to anyone or anything that stands in its way…

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 _ **A/N: Chapter is slightly shorter but I feel that you guys needed this. Can you guys guess the vehicle? Post a review on what you think the vehicle is. Review, Favorite, and Follow if you haven't already for more. By the way I could post a chapter weekly or so but I still have two other stories to work on. If I'm not busy I could do two in a week or three. Hope you enjoyed this chapter or if you didn't then I'm a horrible author with no imagination. :'(**_

 _ **Honestly I don't think I'm a good author as I feel like I used the same word over and over and I struggle (yes struggle) with describing stuff. It also doesn't help that I know everything there is to know about both Halo and Marvel. But if you can review and helps meh I would appreciates it and stories = better. So far my idea is a Carol and Rookie pairing. Anyways see you next time!**_


	5. Status Quo Show

_**A/N: Sorry for the long delay. I worked on Specacular Secret and Red vs Blue WHILE dealing with school. BUT to compensate another update will come out sooner so be on the look out or just follow and get notifications, that simple. (I think that's how that works) Anyway enjoy the chapter. I apologize for any grammar mistakes or typos in advance!**_

 _ **Just a warning in advance: Rape will be in this chapter. NOT lemon. Or are they both the same? Nope. Rape. Sorry for mistake. Unless Lemon = Rape?**_

 _ **DISCLAIMER: I DON'T OWN MARVEL, HALO, OR ANYTHING MENTIONED IN THIS STORY!**_

 _ **Shoutout to InfinityGamer104 for helping me out with uploading this using hotspot. Never knew that. :/**_

 _ **Make sure to check my profile for voting poll! It's up now!**_

* * *

Master Chief, Rookie, Dutch, Romeo, Johnson, and Buck strode into the fairly large hangar, recently upgraded thanks to Green the Forerunner AI. Master Chief, in his trademark Mark VI armor, towering over the others, walked up to a Pelican going under final checks by the crewmen who were secretly S.H.I.E.L.D LMDs. They sought to it that they felt more comfortable working with LMDs disguised as UNSC crewmen. Cortana specially designed each crewman to have a specific voice, face, and personality to make them seem more human.

"We good to go?" Chief asked the four crewmen running final checks on the D77H-TCI. The crewman under the pelican rolled right, removing himself under the D77. The crewman propped himself up to face the Master Chief, though, he had to look up due to Master Chief's height.

"Yes, sir." He answered the living legend with a nod. Master Chief nodded in return and without a word hopped into the Pelican and made his way towards the cockpit. The doors to the cockpit automatically slid open, allowing the Chief to enter the cockpit. Once in, he took a look around for a moment to get acquainted with the cockpit. Once finished, he took a seat at the main pilot seat. After a few moments of sitting, Cortana appeared in one of the holopads next to the seat.

"Cortana," Chief nodded in greeting.

"You're already in?" Cortana asked, just noticing that he was in the cockpit of the Pelican. John gave a confused look to Cortana under his helmet. Cortana seemed to have sensed this, adding, "I thought you would've waited for the ODST's and Johnson."

"We can't wait for a man missing in action, especially a captured man." Master Chief replied, honestly, "I've had enough as it was in the war."

"Even though you just met Spider-Man-" Cortana began, surprise in her voice.

"Even if I had just met him, I learned a lot through our short encounter back in Manhattan." Master Chief cut her off.

"Really?" Cortana asked with a raised eyebrow, curious. She did have information on Spider-Man but it was information provided by S.H.I.E.L.D. Through the information, Cortana noted that S.H.I.E.L.D only provided info on their powers, background, name's etc. The information she obtained didn't have anything to do with how Spidey acts, behavior, etc. Getting to know Spider-Man first hand would provide more information than those S.H.I.E.L.D files could ever provide. She would base off how he reacts, his attitude, and such to determine if he was indeed a hero. Of course, in order to find those qualities she was looking for in Spider-Man in order for him to be trusted could only be obtained through physical means such as meeting him in person—AI to person.

"Such as?" Cortana urged Chief to continue.

"He has quite a sense of humor, a way to combat fear or nerve I suppose," Master Chief shrugged his heavily armored shoulders, "Aside from his jokes and attitude he would've made a great Marine. He put's other before him, even the villains." John continued, drawing a confused look out of Cortana.

"What do you mean?" Cortana questioned, curiously, referring to his last comment.

"When he saw Rookie ready to incapacitate Rhino he viewed it the wrong way. It looked as if Rookie was ready to kill Rhino, through his eyes of course. In actuality, Rookie loaded a TTR round in the M6 SOCOM and fired at Rhino at point blank range. I sensed he was relief when he discovered Rhino was still alive, breathing." Chief finished, "Weren't you there?"

"I was..." Cortana trailed off, "But I had important things to do!" Cortana quickly finished, looking sheepish.

"Sure..." Chief quietly chuckled in amusement drawing an annoyed look out of Cortana.

"Hey! I do all the thinking you do all the fighting." Cortana retorted.

"You didn't think straight back on Halo." Chief replied with a small smirk under his helmet, referring to the time where Cortana teleported him to 'Truth and Reconciliation' making an error. That error caused Master Chief to land upside down inside the Covenant vessel much to his annoyance and Cortana's amusement.

' _Oh, I'm sorry. I didn't mean to-"_ Cortana sarcastically apologized before the Master Chief roughly thwacked his helmet. ' _Right...sorry.'_ Cortana replied sheepishly.

"Tha-that was an error and you know that!" Cortana retorted with a slight stutter from embarrassment.

"Uh-huh."

"I'm serious!"

Chief didn't respond, causing Cortana to huff in annoyance.

"I'll be back in five." Cortana simply said before disappearing to do whatever logistical thing she needs to do.

 _With Johnson…_

"So, we just rescue this 'Spider-Man'?" Johnson asked Miranda through the comms.

"Yes, if we want the superheroes and S.H.I.E.L.D to trust us we need to do them a favor." Miranda replied over the comms.

"Could we kill the Green Goblin?" Johnson asked seriously, eyes flashing with slight anger.

"Unfortunately, no. You are only allowed to incapacitate or wound him." Miranda replied over the line, sounding disappointed.

"Look, how would the UNSC-"

"The UNSC doesn't exist," Miranda said through the speakers, "at least not in this reality."

"What if you were-"

"Johnson, drop it. Do you see Spider-Man kill Green Goblin?" Miranda asked Johnson, challenging him. Johnson was unable to formulate an answer. "I know he hates the Green Goblin so much," Miranda sighed over the line, "but for him to resist the urge to slit his throat, kill him, is beyond me."

"Besides," She added, "It would upset Spidey that we killed his enemy. I could see that he doesn't want to see people killed, it's a moral. We don't decide on who dies and who lives."

"Spidey?" Johnson asked incredulously with a raised eyebrow in which commander Keyes couldn't see.

"People call him lots of names," Miranda explained, "Wall-crawler, Web-slinger, Web-head, Spidey, Menace, Criminal, Web-spinner and so on."

"He does have a lot of names." Johnson nodded, knowing Miranda couldn't see his nod through the comm channel.

"What if I capture him, he'll pay for what he's done to that boy." Johnson asked himself, unaware of the fact that Miranda was still on the line.

"Well," Miranda started, "It's a start. I'm sure Spidey would be grateful and so would the other heroes."

"Good," Johnson nodded.

"Where's the ODST's?" Miranda asked through the comms.

"Getting prepped." Johnson answered without another thought.

"Call me back when they're ready."

"Will do," Johnson replied before disconnecting from the comms. Once he did, he took a look around the once empty hangar, now filled with LMDs posing as UNSC crewman. Marines stood on guard to restricted areas, crewman running diagnostics on vehicles, etc. In Johnson's opinion, he found the ship more suitable; it felt like he was at home back with the UNSC. Perhaps, when they do manage to make it back home he would retire from the UNSC and live a normal civilian life since the end of the nearly 3 decade war. It saddens him that many lives were lost during the conflict, military and civilians alike. He has had the misfortune of witnessing the death of families, including children, by the hands of the Covenant. He was filled with such rage once he saw the _bastards_ kill everyone, no matter if they're elders or children. He could guess that about 20 billion lives were lost, including civilians and UNSC personnel. But, the tides turned in their favor once the _Spartans_ appeared. Their appearance surprised most UNSC soldiers but once they saw the _Spartans_ rush in and kill many of those Covenant bastards it gave them the morale they needed; it gave them _hope._ The most known _Spartan_ was the Master Chief or John-117. He's caused the Covenant so much damage that they, The Covenant, started calling him and the other _Spartans_ _Demons._ Then there came the _ODSTs._ They didn't cause as much damage as the _Spartans_ did but their elite training earned them the nickname _Imps_ among the Covenant. The ODSTs were made up of the best of the best. Dropping feet first into hell and back again. Life expectancy in the ODSTs were low; the chance of living a long life during service in the ODSTs were very low, but they were only composed of volunteers. People who volunteer to willingly drop into hell using HEV, Human Entry Vehicles, with the chance of dying during the drop. Many things can go wrong during an ODST drop; unexpected things.

"Sergeant," A voice behind him, Buck, spoke up. Sergeant spun around and found Rookie, Dutch, Romeo, and Buck behind them all geared up with their weapons lowered. Buck was equipped with an MA5C along with an M6C or SOCOM. Romeo was geared with SRS99-AM sniper rifle along with the M6C. Rookie was equipped with the M7S CSMG along with the Type-54 DEP or known as the Covenant plasma pistol. Finally, Dutch was equipped with the Type-25 DER along with the M90 CAWS. Rookie had 2 Type-3 AP/AM grenades/Incendiary grenades, Buck had two frags, Romeo had two Type-1 APG/Plasma Grenade, and finally Dutch had two Type-2 APFG/Spike grenades, common among the Brutes back in the war.

"Good choices," Johnson approved of their arsenal, eyeing each weapon.

"Eh, we're dealing with terrorists in the 21st century, should be easy." Romeo shrugged his shoulders, his left shoulder more armored compared to his left. The shoulder pad was gray with two blue stripes separated; spaced away from each other. His chest plate; the standard chest piece of most ODSTs, was colored with a light blue. Romeo was wearing the sharpshooter variant of the ODST armor, his right shoulder pad void of any armor, allowing more capabilities of mobility when using the sniper rifle.

"Advanced, armed, and superhuman terrorists." Dutch dryly corrected as he stood next to Romeo.

"But nothing beats the UNSC, not HYDRA, not A.I.M, nothin'" Romeo boasted with a grin under his specially designed Sharpshooter variant of the ODST helmet.

"For once Romeo," Buck chimes in as he stood on Romeo's right with Rookie coming on his right, "your mouth actually said something smart for once. Who knew?"

"Har har har," Romeo dryly and sarcastically laughed.

"But he's right. Nothing beats the UNSC. Nothing beats the Marines. Nothing beats the Navy. Nothing beats the Air Force. Nothing beats the Army." Johnson said proudly, each word coming louder than the previous one, "But nobody—nothing and I mean nothing beats the Orbital Drop Shock Troopers. Am I right Troopers?" Johnson shouted with pride.

"Sir, yes, sir!" The four ODSTs shouted in unison with small grins under their helmet.

"Damn right I am," Johnson nodded as he grabbed his nearby M392 DMR and M7 SMG and two grag grenades, "Now let's move in the pelican. The Chief is already in there. Time to rescue Spider-Man and cause more damage to HYDRA." Johnson stated with excitement. "Oh, and when we see the Green Goblin or Doc Ock make sure you wound them only, use TTR rounds." Johnson added.

"You mean Doctor Octopussy?" Romeo laughed obnoxiously as he followed the rest into the Pelican. They secured their weapons inside the vehicle before they took their seats.

"Really, that's the best you could come up with?" Dutch asked, not amused in the slightest.

"Meh, I think it's funny." Romeo shrugged in reply. Johnson, once he double-checked that his weapons were secured; the M392 DMR and M7 SMG, he made his way into the Pelican cockpit. The doors to the cockpit automatically opened once the motion detectors detected him. Once he was there he already saw Master Chief and Cortana, who was projected on the holopad, patiently waiting. Chief looked up and simply nodded in greeting.

"Johnson," Cortana nodded to the Sergeant Major.

"Cortana," Johnson nodded in kind towards the AI based off Catherine Halsey. Johnson made way towards the lower pilot seat; the co-pilot seat.

"Punch it," Master Chief ordered Cortana, his voice deep and emitted honor and superiority.

"Aye, Aye, big one." Cortana joked as she gave the green light to the LMDs to open the hangar bay which was an energy shield thanks to the upgrade. The shields to the large hangar bay flickered for a moment before completely fading.

"IFF confirmed, contact Sierra-117 and Sergeant Major, Johnson. You have permission to leave the Forward Unto Dawn. Stand by for Warthog attachment." A voice said, an LMD posing as Crewman William Jackson, through the speakers inside the cockpit.

"Copy that, William. Thanks." Cortana replied as they waited for the crewman to attach the Troop Hog to the Pelican. Using the rear camera and saw that a crewman gave a thumbs up, indicating that the Warthog was successfully attached. Cortana made a motion for John and Johnson to begin. Soon, a humming noise could be heard indicating that the engines in the Pelican had been activated. Within seconds the humming slightly became louder and the Pelican ascended from it's parked position. Suddenly, the Pelican sped forward out of the hangar. Once the Pelican exited the hangar the shields to the hangar reappeared.

Throughout the flight the crew remained silent as they steadily approached their destination. The situation wasn't as dire as the previous ones in their career in the UNSC but they still took it seriously.

 _10 minutes later…_

Thanks to the UNSC's superior technology they were able to avoid being detected with ease. John maneuvered the Pelican to hover above an area in the Sokovian mountain. The crew were able to capture a good look at the supposedly HYDRA base. It would seem as though it were abandoned but they knew better. It was fairly easy to spot the base as it was the only building among the mountains. Master Chief and Johnson, once they were certain that this spot would avoid being discovered, detached the Troop Hog, making a thud once it touched the ground. Johnson got out of his seat and entered the hangar of the Pelican. From there he grabs his DMR and SMG from one of the compartments that secures the weaponry. He didn't need to grab his two frag grenades as they were always with him. The ODSTs follow Johnson's action as they too grabbed their weapons. Through the small, transparent glass on the hatch, Romeo could partially see the environment. Based off that little glimpse he could already tell that the area was scarce of any wildlife or plants; it was in a mountain.

"A mountain? Seriously? HYDRA builds a base in a mountain?" Romeo voiced his surprise to his teammates.

"It would decrease the chances of any locals coming across the base." Rookie reasoned with a shrug as he examined his silenced variant of the M7 SMG.

"What do you expect it to be?" Dutch asked Romeo as he placed his M90 CAWS and held his Type-25 DER or the Plasma Rifle. "A base flying in the sky; a flying fortress?"

"Actually, that's S.H.I.E.L.D's base; the Helicarrier." Buck chimed into the conversation, already geared up with his MA5C and M6 SOCOM.

"Alright Troopers," Cortana announced through the speakers inside the bay, "and Marine." she playfully added, directed to Johnson.

"Isn't Johnson both? No—wait. Is he a Marine or an ODST? Im so confused!" Romeo clutched his head with both hands showing his confusion.

"He's a Marine, Rome." Dutch answered with an eye roll.

"Oh." Romeo blinked, "Well, thanks for answering that question."

"We're landing and be prepared." Cortana finished before clicking off to join Master Chief and assist him. As expected, a slight bump in the Pelican could be felt, indicating that the Pelican landed. Soon the engines died off and then Master Chief exited the cockpit to join the rest.

Master Chief was slightly more armed than the ODSTs and Marine, carrying his MA5C in his hands, BR55 magnetically attached to his back, and a M7 CSMG attached to his right hip; same as Rookie's. Holstered on his left hip was the weapon commonly used by Brutes back in the war, the Spiker. The last weapon of choice was a more brutal approach that would surely leave it's mark on HYDRA forces. He also had two frags on his waist, two Plasma Grenades, and two Spike Grenades. No words were uttered as Master Chief joined them.

"Opening hatches now." Cortana spoke through Master Chief's armor instead of the Pelican's speakers. Johnson and the rest of the ODSTs proceeded to place their respective ODST helmets upon their heads. As promised, the hatch slowly opened and once it was fully opened the UNSC troops filed out. The Pelican landed a few meters in front of the Troop Hog; basically the Troop Hog was in front of them. Master Chief first approached the Troop Hog before mounting up in the driver seat, securing his MA5C in the Hog. Johnson followed shortly after in the passenger seat. The ODSTs, too, followed but they took their seats in the back. The Troop Hog was designed to hold more Troops, unlike the Scorpion or the M12 LRV, it's maximum capacity was seven troops at most with five sitting in the back. Buck took the center rear seat, Romeo took the left seat along with Dutch while Rookie took the right seat.

"Hot N' ready to go?" Johnson asked as he turned around to face the ODSTs.

"Yes, sir." They responded in unison, holding their weapons out with one arm while the other arm held onto the support to avoid falling off the vehicle. Johnson turned around and nodded to Master Chief. Master Chief responded by accelerating the Warthog at about 40 MPH and slowly climbing to about 120 MPH. The military grade vehicle allowed traveling up the hills much more easier compared to it's civilian counterpart. The vehicle was forced to climb up hills and such to reach the HYDRA base of where Spider-Man is supposedly housed. A few trees and bushes were a blur as they traveled along the mountains.

After about 20 minutes the UNSC troops had arrived at the entrance gate to the HYDRA facility. They were right to assume that the abandoned building was nothing but abandoned. They caught glimpses of HYDRA soldiers patrolling inside the base, though it's numbers were very low.

"Hmm, not many guards." Johnson muttered, noticing the amount of guards stationed using the enhanced optics on his ODST helmet.

"Maybe they all quit once we did that little rescue op a few hours back." Romeo offered with a shrug of his shoulders, his right shoulder with more mobility capabilities compared to the left.

"Huh, guess they weren't prepared for our technology." Dutch said with a small smirk, remembering the extreme and absolute annihilation they had caused to the HYDRA prison facility not long ago.

"There could be more guards inside the facility." Buck suggested as he zoomed in as well.

"That could be why their numbers are so low." Dutch nodded in agreement finding the logic behind the theory.

Buck noticed that HYDRA's perimeter guards are also spread out. This fact gives Buck an idea.

"Romeo," Buck called to Romeo.

"Yes boss?" Romeo replied, ready for an order. Buck didn't answer in words, instead he pointed his gloved finger to two HYDRA guards then to another two then another two along the walls of the facility. Romeo understood what to do and nodded. Romeo crouched into a position that would help improve his accuracy while he brought out his UNSC Sniper rifle. Using the helmet's optics connected to the sniper rifle he zoomed in, showing a reticle of a small circle. From there he moves the reticle along with the Sniper to the first two guards who were in a conversation from what he saw. Once the reticle was lined up to one of the guard's head, the reticle turned from light blue to red. Before he could squeeze the trigger he placed his rifle on the ground and dug into his rucksack. Once he found he was looking for—a suppressor and vapor trail modifier—he placed the attachment onto his Sniper while his teammates watched him. Once finished, Romeo picked the Sniper off from the ground and zoomed in once more and placed the reticle on the HYDRA guard's head. However, he moved aimed a bit upward on the guard's head due to the attachment having an impact on the trajectory. Once he double-checked and ran scenarios through his head he squeezed the trigger. Thanks to UNSC tech, the Sniper barely made a sound and it successfully dropped the HYDRA guard dead once the bullet connected with his skull.

"Bulls-eye." Romeo whispered to himself. Romeo quickly and swiftly positioned the reticle above the other guard's head, who was panicking. He squeezed the trigger and in a second the second HYDRA guard dropped dead.

"Nice." Dutch complimented, zooming in at Romeo's handiwork.

"Thanks." Romeo replied and moved the Sniper to the other two guards along the wall. It seemed that no one had noticed that two HYDRA guards died, making the job way more easier. The two HYDRA guards were a bit tricky to kill as they were behind cover—a small wall—and they were constantly moving. Romeo grunted in frustration, unable to get a shot but it was possible. He patiently waited until they stopped moving and he swiftly placed the reticle above one guard's head and squeezed the trigger. Within a second the guard dropped dead and his partner didn't notice. Romeo proceeded to place the reticle above the second guard and squeezed the trigger. The second guard dropped dead. Romeo reloaded as the Sniper could only hold four rounds and repeated the process with the last two HYDRA guards and they dropped dead as well. What the dead HYDRA guards had in common was that that they all had bullet holes in their head.

"Good work." Master Chief complimented as he watched Romeo place the Sniper on his back.

"Again, thanks." Romeo chuckled as it was his second compliment throughout the mission. It didn't help that a _Spartan_ complimented him, an ODST.

"Don't get used to it." Buck said with an eye roll.

" _We're going have to leave the Hog here."_ Cortana spoke from Master Chief's speakers, " _It's going to create a lot of noise and HYDRA would be on red alert."_ Cortana explained.

"Makes sense." Johnson nodded. "Hike up men, we're going hiking." Johnson ordered the ODSTs, referring to the distance between their location and the HYDRA gates.

"Do I have to go?" Romeo whined, a pout under his helmet.

"Yes, that's an order, Trooper." Johnson replied, his eyes narrowing dangerously behind his helmet. Romeo seemed to have sensed Johnson's look as he quickly nodded. Johnson smiled in amusement beneath his helmet. The UNSC troops lightly jogged towards the HYDRA facility as their mission was to rescue Spider-Man and they didn't want to waste any time.

* * *

"Wakey, wakey, Spidey-Man."

A groan escaped said hero's lips as he began to stir. Once he was fully awake he took in his surroundings. He attempted to sit up but found that he couldn't. He looked around to see what was tampering his ability to sit up and found that his legs and arms were tied down to a metal table. Cool air connected with his face, indicating that his mask was removed.

' _Shit, my secret identity!'_ Peter Parker mentally panicked from the revelation.

"Ah, Spider-Man. Finally you're awake. Thought I gave you too much of that-what's-it-called?" A voice said within the darkness. The mask-less hero looked around in an attempt to find the source of the voice. Though, he recognized it but he couldn't put his finger on who the voice belonged to.

"Tranquilizer, that's the word right?" The voice continued and Peter once again searched for the source but to no avail.

"How I longed for this moment, struggling on your restraints. You're nearly at death's door." The voice chuckled darkly, enjoying that Spider-Man was struggling. Peter frantically searched the dimly lit room with the only light source above him.

"Who are you?" Peter asked into the darkness.

"Oh I'm hurt," The voice feigned sadness, "Surely you must of recognize me by now."

Suddenly, a figure dressed in a Goblin like costume with tints of purple cloth stepped into view. Instantly, it hit Spider-Man.

"Goblin!" Spider-Man gasped.

"Of course Spider-Man, or should I say Peter Parker." Green Goblin said sinisterly, a wicked grin on his face.

"Where am I?" Peter demanded, scowling at the man who had caused him so much pain and loss.

"If you wish to know you are in a HYDRA facility in Sokovia." Green Goblin answered.

"Why are you working with HYDRA?" Peter scowled.

"Ah, asking questions are you?" Green Goblin chuckled causing shivers to crawl up Peter's spine.

"You see, HYDRA and I made a deal. It's a win-win deal. I capture you, turn you into HYDRA and we find a way to replicate you—not cloning but giving HYDRA soldiers similar powers as yours." Green Goblin revealed, "And once we're finished I get to do whatever I want to you." Green Goblin finished with a sinister grin.

"You can't do it—you won't. It's impossible." Peter replied.

"And why is that, Parker?" Green Goblin asked.

"Because HYDRA's scientists aren't smart enough to do it." Peter answered, insulting HYDRA. He guessed the interrogation or conversation was at least being watched by Madam Hydra or Baron Strucker. His insult, much to his surprise, caused Green Goblin to cackle like a madman. A confused look covered Peter's features.

"Oh, you misunderstand. I enlisted help, a certain Octopus might I add." Green Goblin revealed then proceeded to cackle, causing shivers to run up and down Peter's spine.

' _Oh no...'_ Peter thought, panicking slightly. He knew that it was possible that with Doc Ock's help then HYDRA could succeed in the process, transmitting his powers to HYDRA soldiers. Doc Ock might not be as successful as The Jackal was at cloning but there was a chance Doc Ock could succeed in finding a way.

A continuous beeping suddenly startled Peter at first. He calmed down once he discovered that it was coming from Green Goblin's wirst—a watch.

"Awww, fun's over so soon?" Green Goblin pouted as looked at his watch, disturbing Peter immensely.

"Oh, well. See you soon!" Goblin cackled as he left through the double doors to do whatever a Goblin does. During the brief time the double doors were open, bright light shone into the room before disappearing once the doors closed. Still restrained, Peter heavily sighed at his current predicament.

' _What am I going to do? MJ...'_ Peter trailed off into his mind, thinking about MJ. Closing his eyes, he tried to calm himself. It worked, barely. Eyes still closed, he heard the double doors open. Curious, he re-opened his eyes. He saw Madam Hydra herself looking angry. Peter guessed it must had been his previous comment on HYDRA's scientists, causing a grin to spread across his face. Madam Hydra stormed over to the restrained hero and shot a glare at Peter, his grin widening at the sight.

"Oh, hello Madam Hydra. What a pleasant surprise." Peter feigned surprise at Madam Hydra. Madam Hydra stood there, silent, shooting a dark glare towards him.

"Beautiful weather, ain't it?" Peter asked, his grin wider than before. Madam Hydra still stood silent before him, frowning.

"The weather ain't as beautiful as you. You look stunning. Did I ever tell you that you look stunning? Your eyes are so beautiful. Your smile is so beautiful. Did I ever tell you how beautiful you are? You are absolutely gorgeous. I like your hair. I like your clothes, really fits you." Peter rambled on and on, his grin widening each time he saw Madam Hydra become more angry and angry. Of course he didn't mean those compliments as he was married to MJ. As Peter rambled on and on about how beautiful she was she had enough and smacked him across the face with her green gloved hand.

"Ow! Geez!" Peter yelped in surprise at the feeling of being smacked. It didn't hurt but it did sting like a bee. His sudden yelp caused Madam Hydra's glare to disappear and replaced with a smirk.

"If you talk anymore I will personally meet your wife, Mr. Parker." Madam Hydra threatened. Peter paled at the threat and instantly shut his mouth in fear for MJ's life, his wife. Her smirk grew as she saw the talkative hero shut up for once.

"We will find a way to transfer your powers to our loyal soldiers, HYDRA will rule. Do not doubt our ability Mr. Parker." Madam Hydra spoke before an idea popped into her head. An idea worse than torture—at least what she thought was for Peter. Suddenly, she leaned down, inches from Peter's face.

"Uh-wha-what are you-you doing?" Peter stuttered nervously from the close proximity of their faces. Madam Hydra's lips suddenly connected to Peter's. Peter was shocked at how Madam Hydra transitioned from angry to lip locking with him.

"MHHHM! UMPHHH! MMPH!" Peter's muffled cry was heard, protesting against the action He was married to MJ after all and he would be loyal to her, his love.

"Mhmmm..." Madam Hydra moaned as she forcefully kissed Peter, smearing her green lipstick in the process.

' _No! No! I have to stop this!'_ Peter thought as if his life depended on it. Madam Hydra, after a few more seconds, parted ways.

"How was that, _Peter._ " Madam Hydra asked with a smirk, using his name instead of his last name.

"No!" Peter cried, attempting to remove the traces of her kisses. It was proving difficult since he was still restrained. Peter continued to spit out the taste and such. Madam Hydra grinned, her torture for Spider-Man had just begun. While he was busy spitting out the taste, Madam Hydra closed in and smashed her lips onto his. She forcefully kissed him, an evil smile spread across her lips as she kissed him. She roughly grabbed his hair with one hand and teased him with the other. She smiled more once she heard the muffled cries of Peter. He wanted to do everything in his power to push Madam Hydra off but with his restraints in seemed impossible. As every male would have reacted, he became hard due to her hand masterfully tracing up and down his lower torso.

' _Stop! Please! Stop! Stop!'_ Peter wanted to cry out and he did. Though, his cries were muffled and Madam Hydra kept kissing him like a pro, forcing her tongue in. Peter felt dead. He was, in a way, betraying MJ by letting this woman kiss him. Tears were sliding down his cheeks as he was being raped...sort of.

" _Mhmmm...Peter…_ _"_ Madam Hydra moaned on purpose to make Peter suffer more, although she found it enjoyable. Indeed, while she was forcefully kissing him she felt water on her cheeks; tears, indicating that he way crying. Peter, throughout the whole session, hadn't kissed back.

Madam Hydra drew back, smirking. Peter continued on spitting to remove the taste of her lips. Smears of green lipstick were on his lips.

"Just stop! Stop! I'll listen!" Peter begged, eyes red from crying. Madam Hydra smiled at seeing the pain she caused with just a kiss. That smile turned into a seductive smile.

" _Mmm..your so good at kissing, Peter."_ Madam Hydra replied seductively.

"NO! PLEASE!" Peter begged, shouting. He was on the verge of breaking down. Madam Hydra used her hand to rub Peter.

"Sto-stop!" Peter protested. Madam Hydra still traced her hand over his body, masterfully. Peter felt pleasure but he refused to show it, for his love of MJ.

Madam Hydra might as well play with Peter. Kill two birds with one stone. Still stressed from the radio communication she got from the HYDRA prison where the Avengers WERE help prisoner, she decided to make Peter suffer as well as relieve some stress. Madam Hydra used both of her hands to slowly pull down Peter's costumed pants, still costume save for his mask. Peter whimpered, he would do anything to stop this from ever happening. Once his pants were down she began to work on him.

* * *

 _Outside of Sokovia Hydra facility…_

The UNSC troops, consisting of Master Chief, Johnson, Rookie, Romeo, Dutch, and Buck finally made it to the outside walls of the facility. They noticed that no one noticed the six dead Hydra guards along the wall.

"Man, their security is bad. REALLY bad." Romeo commented.

" _Alright, Chief and I will head into the base in active camouflage after you guys cause trouble out here. If there are any guards inside the facility they would come out once you guys start some trouble."_ Cortana explained to the present UNSC soldiers.

" _Sounds good." Johnson nodded._

" _Chief and I will search the facility until we find Spider-Man. We'll contact Johnson once we find him."_ Cortana then added, " _No doubt that he would be broken and without anything to swing on we'll need a ride. Once I contact Johnson, Rookie you'll need to run back and bring out the hog."_ Cortana finished. Rookie's speed, the effects of the Forerunner serum, beats the others to shame. For unknown reasons, Rookie gains a better boost than the other ODSTs and Johnson.

"Yes, Ma'am." Rookie nodded.

" _Alright, go cause trouble. Chief and I will wait outside until HYDRA guards start rolling out._ " Cortana said.

"Autobots! Roll out!" Romeo joked as he pointed towards the gates, in a heroic pose.

"Seriously?" Dutch deadpanned.

"Hey, they're cool!" Romeo defended.

"Just move it." Johnson gruffly ordered and the ODSTs follow his lead, leaving behind Master Chief and Cortana.

" _So..."_ Cortana began.

"Yes?" Master Cheif urged Cortana to go on.

" _See any woman lately that's caught your eye? Meet anyone?"_ Cortana asked Chief.

" _..."_ Master Chief didn't respond.

" _Anyone?"_ Cortana asked once more.

"Are...you serious?" Master Chief deadpanned, a weird look could be seen behind his helmet.

" _Yeah, so you meet anyone? Superhero? Super-villain? Civilian?_ " Cortana asked him with good humor in her voice.

"I don't plan on it." Master Chief answered.

" _Aw, come on! Loosen up! It's not like something bad is going to happen."_ Cortana reasoned. Master Chief became silent, an unbelieving look under his helmet.

" _Okay...something bad will happen but...it's just you need to loosen up. You've lived a long and hard life. The Spartan training to the Covenant war."_ Cortana sighed, caring for John. After a few moments, Master Chief still didn't respond.

" _John?_ " Cortana asked in worry, using his real name.

"I...can't." John replied.

" _Can't what?_ " Cortana asked, confused beyond comprehension.

"I can't live a civilian life. I feel more comfortable in a fight. It makes me uncomfortable to be around civilians." Master Chief admitted.

Cortana gave a long sigh, " _Look, the ODSTs and Johnson are adjusting to it easier than you are but just like you they are uncomfortable. Just...do it. For me, John?"_ Cortana pleaded. She wanted John to live a life right now. Sure they might need to gear up for something but she wanted John to have a life. His life was basically the military, going through brutal training in the Spartan II program. John never had a chance at enjoying a life but now an opportunity presented itself in the form of an alternate reality with superheroes. It may not be normal but it's as normal as it gets.

"Alright." Master Chief reluctantly agreed after some thought.

" _Thank you._ "

Now they wait until the ODSTs and Johnson cause a ruckus within the HYDRA facility just like the time at the HYDRA prison holding the Avengers captive.

 _With Johnson and the four ODSTs…_

Johnson and the four ODSTs made it to the front gates to the HYDRA facility. The gates were made out of Titanium but with a plasma grenade it would melt right off due to the heat.

"Alright, Romeo place a plasma right there." Buck ordered the sharpshooter of the team. Romeo just tossed his Plasma grenade at the gate, leaving him with only one Plasma grenade.

"Or do that..." Buck said as he looked at Romeo. Romeo shrugged in return. After Romeo shrugged the grenade blew up and sure enough it melted off part of the gate. The part was big enough to allow entry for the troops. The sound of the Plasma grenade exploding raised alarms towards the outside guards. Many guards made way towards the gate with their weapons raised, though no alarms were lifted. Suddenly, an object was hurled towards a group of HYDRA guards, hitting a guard's feet. Curious, the guard that the object collided with leaned down and picked the object up. Once he saw what the object was all color was drained from his face. He attempted to throw the object but it was too late. The grenade exploded in his hands, killing him and five other HYDRA guards that were near him. The other surviving guards leaped for cover as bullets suddenly hurled their way.

"What the hell!"

"Holy shit!"

Dutch from the front gates and raised his Type-25 DER or the Plasma rifle. He opened fire at any HYDRA guards he saw and killed seven with the Plasma Rifle. Surviving guards watched in horror as they saw seven of their comrades fall with burnt holes or flesh, courtesy of the Plasma Rifle.

"Oh, man! I knew I should have worked at A.I.M!"

"Oh, shit! I should have worked at S.H.I.E.L.D!"

Hydra guards opened fire at the ODST with the Plasma Rifle. Their laser weaponry bounced off Dutch's shields, though his shields were at 65% due to it being slightly weaker than Spartans. Dutch opened fire once again and managed to kill five more while burning ten soldiers with Plasma. Alarms suddenly echoed all across the facility, indicating that the plan was now in motion.

* * *

 _Before Dutch's arrival…_

 _ **A/N:** ( **Uh...Yeah. Don't read on. Don't say I didn't warn you…** **I felt so uncomfortable writing this next part...Don't know why I wrote it in the first place. You have my warning.** **)**_

" _Mmmm...Peter..."_

"No! Stop! Please! Please!" Peter pleaded with all his might.

" _Your...so...big!"_ Madam Hydra exclaimed as she felt Peter in her.

"Please, please, no!" Peter begged as Madam Hydra bounced on Peter forcefully. Although, he couldn't deny it but it was pleasurable but his love for MJ overruled the pleasure. He wanted to be a good—a perfect husband for MJ.

"Oh..Oh..Please! Sto-ooh-stop!" Peter half moaned and half begged.

"Mhmm… _.oh.."_ Madam Hydra moaned, bouncing up and down on Peter.

"PLEASE STOP! OH-OH, STOP! STOP! PLEASE!" Peter begged, now shouting for his life. Being raped was the worst experience. It didn't help that MJ was his wife and he was, in a way, committing adultery. His current predicament reminded him of the vows he made at the wedding. Peter was crying for mercy, to be spared from this torture. It wasn't physical but it was mental torture, in a way.

Knowing Peter had a wife, thanks to info from Green Gobin, Madam Hydra continued to ride him like a bull.

" _Mmm...Mm..Mhmm...Spider-Man..Peter...Oh-oh...I'm...OOOH!"_ Madam Hydra moaned before she released for the third time. Panting, she looked at Peter with a smirk.

' _That...relieved my stress.'_ Madam Hydra thought, ' _And I made him suffer. Win-win.'_

"Ple-please. Sto-stop! Stop! Please! I beg you!" Peter cried uncontrollably causing Madam Hydra to smile.

' _How would MJ feel about this? Oh, god!'_ Peter thought, ' _I swear when I get out you'll pay, Madam Hydra!'_

Suddenly, alarms blared in the room, red lights flashing across the walls. Peter could hear the alarm from the other side of the door too. The alarms caused Madam Hydra to growl in annoyance, scowling as she looked at the door.

' _I...Swear!'_ Madam Hydra fumed.

Madam Hydra turned around to face Spider-Man/Peter Parker. She saw him sigh in relief at the alarms.

"One liitle kiss? For good luck?" Madam Hydra asked. Of course Peter said no but it didn't matter. She was going to break him more. She kissed him forcefully, sliding her tongue in despite his protests. She ended this kiss with a pop before you went to get her uniform arm.

" _I'll see you later, slinger. Once I deal with the problem."_ Madam Hydra winked at the once masked Spider-Man.

"BURN. IN. HELL!" Peter shouted, rage building up. Madam Hydra chose not to respond. She left without a word, the double doors swinging open. Once she was gone, Peter cried, sobbing.

"Oh...MJ." Peter sobbed, tears streaming out of his eyes. "I'm sorry...forgive me..." He said between sobs. Peter was broken after what Madam Hydra did to him.

* * *

 _Outside of HYDRA facility…_

"GET TO COVER NO—URGH!" Blood splattered across the floor once Johnson shot his M392 DMR at his head, making a hole of the size of a golf ball in the back of his head. Guards and soldiers were dying left and right from the sheer hell the ODSTs and Johnson were giving to them. Rookie had to get a bit closer to effectively attack them due to his weapon of choice, the M7 CSMG. Using the SMG's optics, he zoomed in. In his helmet, it zoomed in with a reticle of lines in a circle. He quickly picked off three HYDRA soldiers while zooming in, successf Mully earning head-shots.

Romeo had to switch to his M6C SOCOM due to the Sniper being ineffective at the moment. He zoomed in with the optics connected to his helmet and killed seven HYDRA guards with seven precise shots to the head. Of course, the soldiers and guards retaliated but their shields took the brunt of the impact. Though, at one time, Dutch had to find cover in order to recharge his shields.

"HAHAHA! Oh yeah!" Johnson shouted excitedly as he picked off HYDRA soldiers and guards alike with his DMR. He managed to get head-shots on HYDRA soldiers and guards but he also got some body-shots much to his disappointment. As he was killing HYDRA forces he saw a figure—it was faint—enter through the entrance. Knowing it was the Chief he kept fighting with the ODSTs.

"AHH!" One HYDRA soldier shouted in surprise as a Spike Grenade made its way to his head, stuck there. He attempted to get it off but found that it was stuck. In order to take the grenade off he had to remove his helmet which took some time but time was not on his side. "GET IT OFF! GET IT OFF!" The guard frantically shouted towards his colleagues but before they could help him, the Spike Grenade exploded on his head, leaving him headless. Spikes shot out in all different directions once the grenade exploded. The spikes embedded themselves to any soldiers they managed to hit. The Spike grenade killed twelve and wounded seven.

"Wow!" Romeo exclaimed, "Damn, Dutch!"

"Yeah, that was...wow." Dutch said in surprise as he was the one who threw the Spike grenade at the poor HYDRA soldier's head. Many HYDRA guards and soldiers stopped for a moment to look at the headless soldier. Fear welled up into many of their hearts, causing them to fight harder but to no avail.

Rookie went for the Incendiary Grenade on his waist. He grabbed it and threw the grenade towards a group of HYDRA soldiers and guards. Once the grenade impacted a HYDRA soldier's leg, fire spread out, burning four other HYDRA soldiers. They all screamed in intense pain at feeling fire burning off their skin and bones. The five soldiers slowly died from blood loss and burnt off limbs, thanks to the intense heat the fire gave.

"Wasn't that little overkill, Rookie?" Buck asked, though he didn't care for the life of the HYDRA soldiers.

"No." Rookie simply answered before swiftly moving to a sandbag barricade to avoid being hit by laser weaponry.

"Works for me." Romeo chimed in, shrugging before moving on to kill four more HYDRA soldiers with the powerful M6C. HYDRA soldiers and guards were filled with dread and fear for the five unknown entities that blew off their Titanium gate just a few moments ago.

* * *

 _With Master Chief and Cortana…_

The Master Chief and Cortana wandered down the empty corridors inside the facility, searching for Spider-Man. Every now and then HYDRA soldiers piled out defend the facility and they easily avoided them with the active camouflage.

After a few minutes of searching for Spider-Man, Cortana informed Master Chief, " _Chief, active camouflage is depleted."_

"How much time?" Chief asked as he rounded a corner, searching for Spider-Man.

" _It'll last for about 33 more seconds before it gives out. It's recharge is about 3 minutes."_ Cortana replied.

"Good, we should have enough time." Chief nodded as he wandered down the corridor, searching for Spider-Man. Suddenly, a green haired female dressed in all green with green eyes and green lipstick came out a set of double doors up ahead. Master Chief stayed close to the wall waiting for the female to pass by. Her hair was messy and she looked annoyed.

" _Madam Hydra."_ Cortana answered Chief's unasked question, " _Maybe she knows where Spider-Man is."_ It took a while for Madam Hydra to pass by Chief but she still is present in the corridor.

" _Chief, 5 seconds left."_ Cortana informed him. Chief then began to walk towards the double doors that Madam Hydra came from.

" _Active camo depleted."_ Cortana's voice rang out. Chief looked down at his motion sensor and noticed that the red blip on the radar showed that Madam Hydra stopped moving. He knew that when the camo gave out it would make a sound, only for a moment. He turned around and quickly pulled out his M7 SMG aimed at her. She turned around to face the legend of the UNSC, John-117. Once she saw him her eyes went wide with surprise at his tall, armored figure. She recognized him as one of the people who helped Spider-Man and Johnny Storm take down the Sinister Six.

"The Spartan?" She asked in a low voice. She was in awe at how tall he was. Compared to him, she was just a toy while he was the kid. Instantly, she whipped out her dual pistols and trained them on him.

"You'll surrender if you know what's good for you." Madam Hydra threatened Master Chief.

" _Like she can threaten you, John."_ Cortana said to John inside the helmet.

Master Chief didn't respond to both Cortana and Madam Hydra, remaining silent. He continued to aim at Madam Hydra with his M7 SMG.

' _That weapon, I don't recognize it...some form of Sub-Machine gun, perhaps?'_ Madam Hydra mentally deduced as she viewed over the weapon in his hands from afar. She noticed that he—or was it a she?-hadn't responded to her.

"Oh, well." Madam Hydra shrugged before squeezing both triggers on both of her modified pistols. To her shock and awe, a golden glow stopped the bullets from connecting with him.

' _What!?'_ Madam Hydra mentally screamed, ' _Energy shields of some sort? Not even HYDRA as that kind of technology!'_

"I will give you one chance, and one chance only." The Spartan finally spoke. His voice held authority, authority that surpasses Madam Hydra or Nick Fury. Madam Hydra slightly became nervous at the tone of his voice, cold as ice. Obviously the man had no qualms about killing.

"Where is Spider-Man?" He finished with a question. His question surprises Madam Hydra as they made sure S.H.I.E.L.D or the Avengers could trace the captive hero.

"Spider-Man isn't here. Never was." Madam Hydra answered with a scowl. She hoped he had bought here lie. Apparently he hadn't if bringing out an unknown weapon with a blade protruding from the front were any indication.

"Again, where is Spider-Man?" He asked holding his two weapons out, ready to squeeze the trigger.

"How do you know he's here?" She asked suspiciously. Maybe a mole was within HYDRA.

"Classified." Master Chief answered.

" _Chief, make sure you don't kill her. She's wanted by S.H.I.E.L.D."_ Cortana reminded him. Master Chief grunted in acknowledgment as he placed the Spiker on his hip and released the current magazine for the SMG and placed in a new one loaded with TTR rounds much to Madam Hydra's confusion as she had no idea that Master Chief placed in TTR rounds instead of normal rounds.

"Spider-Man. Now." Master Chief growled, unnerving her due to the way he sounded when he growled. But she wasn't going to give up. She squeezed the trigger to both pistols and the rounds made way to Master Chief's direction, particularly his head. She had accuracy of a Marine sniper, he'll give her that.

Bullets impacted Master Chief's helmet but were stopped by his energy shields. Master Chief stood there taking all the bullets Madam Hydra sent. She stopped to quickly reload with such dexterity. She continued firing at him but to no avail.

"DIE!" Madam Hydra yelled in fury as she saw he wasn't dying anytime soon. With speed that could rival the Quicksilver he rushed towards her and within a second he was in front of her. Shocked and surprised, she fired off five more rounds in each pistol, creating ten in total. The rounds just bounced off his shield, not even harming the Master Chief in the slightest. Chief quickly grabbed both pistols with one hand and with no effort he crumbled them into pieces, shocking Viper.

Master Chief dangerously narrowed his eyes at Madam Hydra, "Where is Spider-Man. Don't make me repeat myself." He threatened. Still, she did not give up. She resorted to close quarters combat with the man. She drew out a specially made Adamanitum knife and slashed at Chief. This time, the shields flickered indicating that shields were dropping rapidly with each slash Madam Hydra throwing his way.

" _Be careful Chief, Adamnitum can do lots of damage to your shields."_ Cortana informed her protector worriedly. Chief grunted once again in acknowledgment and frustration. He dodged the slashes Madam Hydra sent his way with her Adamanitum knife. Chief dodged most of them but she got a few hits on him. With three more quick slashes from Madam Hydra his shields dropped, alarms blaring inside his helmet.

" _Chief! Shields are down!"_ Cortana warned him within the helmet.

' _Like I didn't know that.'_ He thought as he dodged another slash from Madam Hydra. It was like a dance; he stepped back and she stepped forward. A wicked smile graced Madam Hydra's lips as she knew she brought down the shield.

' _Not so tough without your shield, huh?'_ Madam Hydra thought smugly. While his shields were down she hadn't been able to get a slash at him. Master Chief knew he had to keep dodging in order for his shields to recharge. Madam Hydra, despite how hard she tried, still hadn't been able to get a slash on him for about a minute now.

"WHY WON'T YOU JUST DIE!" Madam Hydra shouted, half of annoyance and half of anger, as she tried to stab and slash him. Master Chief didn't respond, increasing her anger. She would've expected the man to give some sort of response. Then, suddenly, much to her shock and horror, a gold glow surrounded him for two seconds before disappearing. After the glow she managed to get a good hit on him with the Adamantium knife but the shield took the brunt of the force.

' _No!'_ She mentally screamed.

Without a word, Master Chief, using such speed, lifted Madam Hydra by her throat, choking her. He barely noticed it but he saw a hint of fear in her eyes. As he was lifting her by the throat she thrashed around, struggling. She attempted to stab him with the knife but his left large, metal hand to grasp the weapon. He examined it closely while still holding Madam Hydra by the throat. After examining it for about five seconds he placed the weapon on his back.

' _Good thinking. That knife's not normal and we need to study it.'_ Cortana's voice rang out. He didn't reply, his other way of acknowledging her.

"NO!" Madam Hydra struggled to scream as she saw Master Chief keep her specially made knife. She thrashed around once more to escape his strong, firm grip on her throat. Master Chief looked at her, his visor facing her.

Viper couldn't see anything through the visor. All she was was her own reflection of her face. She noticed that her face showed fear. She was terrified of what this man—or was it even a man? A robot?-could do.

"Let me ask once again, where is Spider-Man?" Master Chief asked, with a hint of threat in his tone.

"NEVER!" Madam Hydra barely yelled. She would've yelled louder but his grip on her throat made screaming and talking painful along with breathing. Suddenly, she felt his grip on her throat tighten, choking her. She would never reveal Spider-Man's location. He belongs to HYDRA. HYDRA needs him.

" _Hey, Chief, we dealt with all the HYDRA guards and soldiers outside. They're all KIA._ _Alpha-4's_ _going back to get the Warthog we'll meet you there."_ Johnson informed him over the radio.

"Copy that, Sergeant Major." Master Chief replied over the radio, refraining from using his name. Johnson clicked off and Master Chief looked at Madam Hydra to question her further. Madam Hydra gave him a curious look as she overheard Master Chief talking to someone. She concluded she was communicating from someone through the radio.

Madam Hydra heard boots hitting the concrete floor behind her. She mentally sighed in relief.

' _Finally, reinforcements.'_ She thought before giving Master Chief and arrogant smile, confusing him. Chief heard boots hitting the floor as well and looked behind Madam Hydra and saw Johnson, Romeo, Buck, and Dutch sprinting towards his position.

" _Well...that's fast."_ Cortana commented at how fast they arrived. Master Chief smirked beneath his helmet as he knew that Madam Hydra thought HYDRA forces were coming her way to assist her. The ODSTs and Johnson, save for Rookie, slowed their pace a little and walked over to Master Chief who was holding a female dressed in green.

"Find Spider-Man yet?" Johnson asked Master Chief as he came up to stand by Chief and look at the struggling form of a shocked Madam Hydra if her wide eyes were any indication.

"Negative, Sergeant Major." Master Chief replied to the ODST armored Sergeant, "Madam Hydra may have the answer."

Madam Hydra studied the man next to the Spartan. She noticed that they had technology far superior than HYDRA's and S.H.I.E.L.D's combined. The man was wearing a helmet with a black visor color. On top of his helmet; the forehead, a white star was etched on it. Perhaps to show his rank as Sergeant Major? Another man, dressed in the same armor as the Sergeant Major stepped next to the left of Master Chief and turned around to look at Madam Hydra.

"So, where's Spider-Man?" Buck asked Viper with a hint of threat.

"I'll...Never...Tell...you!" Madam Hydra growled in response.

"Feisty one, aren't ya?" Romeo joked as he stepped next to his team leader. Madam Hydra glared at the man in response.

"I got a little something to make her talk." Johnson added as he removed his rucksack from his back and searched for the item. It took almost a second as his rucksack was organized and had left over room. Johnson produced a needle, presenting it with his palm open.

"ONI, Truth serum? Used for interrogation?" Buck asked as he examined the needle, reading the words 'TRUTH SERUM' on the object.

"Mhmm." Johnson nodded before injecting the needle into Madam Hydra's left arm despite her protests. After three seconds he removed the needle and placed it back into his rucksack and attached the rucksack to his back once again. Johnson gestured for Master Chief to continue. Master Chief loosened his grip on her to allow her to speak.

"Where's is Spider-Man?" Master Chief asked once more and this time he received and answer.

"Through the double doors, down the hall and to your right. You'll find a metal door. You'll need a password; 4798. The metal door will open and a set of double doors will be presented to you and you'll find Spider-Man inside." Madam Hydra answered like a robot.

"Where's Green Goblin and Otto Octavius?" Johnson demanded as his trigger finger was itching to get a hit on Green Goblin.

"Green Goblin left to do some business," Madam Hydra replied causing Johnson to scowl beneath his helmet, "And Otto is in Lab 2B down the hall behind me."

' _What the hell!? How did they know Otto and Osborn were here?'_ Viper thought.

"Did you torture him?" Master Chief asked. He saw Madam Hydra struggling to keep herself from answering but the truth serum seemed to have won.

"Yes, I raped him." She answered before she knew what she told the UNSC crew.

"NO!" Viper screamed before she was knocked out by a TTR round hitting her forehead, rendering her unconscious at the moment.

" _That...bastard."_ Cortana seethed with anger after learning the last fact. " _She raped a married man!"_ Cortana's shout rang out through Chief's armor and down the empty halls. Master Chief and the rest scowled underneath their helmets at learning the last fact. They were too late. Without a word, Master Chief picked up Madam Hydra's unconscious body and jogged towards the double doors Madam Hydra came from and pushed it open and broke into a sprint and down another corridor to his right. The others followed his trail after getting over their surprise.

Indeed, when Master Chief found the metal door Madam Hydra spoke of and a PIN entry system to the right of the metal door with a red light above it. With his free hand he pushed the numbers '4798' and caused the red light to flicker above the system and turn green, indicating the code was accepted. The metal door hissed as it opened and revealed a set of double doors. The ODSTs and Johnson managed to catch up to Master Chief. Master Chief slowly walked over to the double doors.

"Is this it?" Johnson asked his good friend Master Chief as he and the ODSTs followed Master Chief to the double doors. Master Chief simply nodded in response and no further questions were asked. Master Chief pushed open the double doors, revealing a dimly lit room with a figure strapped onto a metal table. The group approached the figure and it was revealed to be Spider-Man in his trademark costume save for his mask. He had his eyes closed, crying quietly.

" _Mr. Parker?"_ Cortana's voice called from Master Chief's armor. Hesitantly, Spider-Man opened his eyes and was greeted by the very same soldiers he met that one day in New York while fighting the Sinister Six.

"Master Chief?" The once masked Spider-Man whispered, his red puffy eyes wide as saucers at seeing the man—or woman?

' _I thought he was a man?'_ Peter mentally asked himself, unaware that Cortana spoke instead of Master Chief.

"Hey, Spidey. Sorry we couldn't be here before you got..." Johnson apologized then trailed off.

"I-I understand." Peter smiled in appreciation before noticing that he was still restrained, "So, uh...when can I get out of this?" Peter asked, referring to the Adamanitum metal that restrained his gloved hands and feet. To answer his question, Master Chief walks over and pulls off the Adamantium restraints with ease that it unnerved Spider-Man.

"Uh...thanks." Spidey told Master Chief who simply nodded in return.

Suddenly a voice rang out in Johnson's comm, " _Sir, I've retrieved the Hog. I'm just outside the gate, orders?"_

"Stay put, Alpha-4. We found him. We're coming outside now." Johnson replied to Rookie over the comms.

" _Roger, Alpha-4 out."_ Rookie replied before cutting the connection. Johnson disconnected as well and looked up to see a curious look on Spider-Man's revealed face.

"So, what's going on?" Spider-Man asked curiously.

"Our ride's here. We need to go." Johnson noticed Spider-Man's mask on a nearby table. He walked over to the table, grabbed Spider-Man's mask and tossed it to Spider-Man who caught it without even looking. Once Spider-Man caught it he brought it in front of him, examining the fabric that conceals his identity before putting it on. He turns to face the UNSC soldiers.

"How did you know who I was without the mask?" Spider-Man questioned them. Much to his surprise a figure of blue appeared in front Master Chief. It was female, that much Spider-Man could tell.

" _Hello, Spidey._ " The figure greeted with a warm smile across here blue lips.

"Uh...not to be rude but...who are you?" Spider-Man asked the UNSC AI, "Wait." He said in realization, "Your the voice who said my name—well my last name." He pieced together.

" _Correct, Spider-Man. To summarize we knew your identity by hacking through S.H.I.E.L.D databases."_

Peter panicked at the fact but as if Cortana had X-Ray vision and could see his panicked look she added, " _Don't be alarmed, Spider-Man. Trust us, we won't tell anyone your identity. We've known for weeks. Remember, we are not your enemies."_

Peter relaxed a bit as he could hear no traces of malice intentions when she spoke. But he wanted to be sure.

"I can trust you—all of you?" Peter asked them.

" _You can trust us, we promise."_ Cortana promised. Peter nodded to that.

"Where's Green Goblin?" He asked them but he probably knows the answer to that.

"Based off intel from Madam Hydra he left. Said something about business to attend to." Romeo answered.

Peter then noticed the unconscious form of Madam Hydra on Master Chief's shoulder. He was filled with guilt at what had transpired a few moments ago with her and him.

As if able to sense his distraught, Cortana chimed in, " _It's time we take her and Otto Octavius to the S.H.I.E.L.D helicarrier."_

"Octavius? He's still here?" Peter asked, surprised that the doctor was still here.

"Yeah, lab 2B." Dutch answered his question.

"Well, what are we waiting for? We got ourselves a doctor to catch!" Spider-Man said and made a extended his thumb, index and pinkie out to shoot a web and to his dismay no webs were sprung. It took him a few seconds—five at most—to realize that his web-shooters weren't on his wrist. A sheepish look formed underneath his mask as the others watched on with confusion. Johnson went over to another table once he noticed two objects. He reached for the objects and then tossed them over to Spider-Man who caught them.

"That yours?" Johnson asked Spider-Man. Spider-Man nodded.

"Thanks." He then proceeded to put on his two web-shooters and proceeded to spring a web. This time he did and swung towards Lab 2B only to stop as he didn't know where it was. The others quickly caught up to him and saw as he looked around aimlessly for the lab.

"This way, boyscout!" Romeo called over to Spider-Man, pointing down the corridor of where Lab 2B is.

"Oh..." Another sheepish look formed on his face, "Okay!" He then proceeded to swing towards the lab where the others had beat him to it. Master Chief looked at Spider-Man as if asking if he was ready. Spider-Man nodded and Chief proceeded to kick the door open with such force that it's hinges broke. There they saw Otto Octavius too caught up in his research on a way to replicate a way for to transmit Spider-Man's powers to HYDRA soldiers. In fact, the alarm annoyed him but he ignored it. Now he worked peacefully, using his extra limbs to assist him in his research. Even his limbs were too focused on the research to care about what's happening. He still didn't even notice that the door was broken off its hinges despite the loud noise.

Master Chief gestured for Spider-Man to do the honors. Spider-Man eagerly accepted and tip toed towards Doc Ock who was working at a computer, using his arms to help him work faster. The UNSC crew watched, amused at the sight of Spider-Man tip toeing to Doc Ock.

Peter, once within range, lightly tapped on Doc Ock's shoulder. Doc Ock seemed to be so caught up that he ignored it. Once again, Peter tapped his shoulder lightly three times. This time Doc Ock noticed.

Doc Ock turned to face the person he thought was Madam Hydra, "Madam Hydra, I require a more solitaire workspace. So if you please do—Ugh!" Doc Ock sighed then exclaimed in surprise as a red gloved fist connected with his face, knocking him out. Spider-Man then used his webs to wrap Doc Ock's tentacles around his body to prevent him from escaping. Basically, Doc Ock was tangled within his own creations; his tentacles. Spider-Man hoisted Doc Ock's unconscious form above him with ease and walked towards the waiting UNSC soldiers.

"So, we ready to start rollin'?" Spidey asked. Without a word, Master Chief exited the room with Madam Hydra and worked back towards the exit with the ODSTs and Spider-Man following.

" _That was fun."_ Cortana appeared beside Spider-Man as they walked towards the entrance/exit of the facility.

"Yeah, it was." Spidey nodded in agreement, "Hey, I forgot to ask. Who are you—or what are you?"

" _Im an AI."_ Cortana simply answered, walking along side Spidey.

"AI? Artificial Intelligence?" Peter wondered aloud.

" _One and only."_ She replied.

"Could I get a name?" He asked the AI.

"Sorry, classified." Cortana answered with a shake of her head.

"Man," He pouted under his mask, "Fury always with his S.H.I.E.L.D classified stuff. Military stuff is always classified."

"Mhmm." Cortana hummed.

"Could I get a number?" Peter asked with a joke, an amused smile underneath his mask.

"...Maybe." Cortana replied. ' _Wonder if I should give Miranda's number? Nah, he'll piece it together. Besides he's married.'_

"Sw-eeeet."

" _It was a maybe..."_ Cortana chuckled, " _Besides, aren't you married?"_

"Yeah," Spider-Man nodded.

" _Got a thing for redheads?"_ Cortana asked in an amused tone.

"Yep-ers, sure do." Spider-Man nodded with a smile. He was still lifting Octavius over his head.

Dutch moved closer to Romeo and whispered, "Geez, they could go on and on for hours."

"Yeah. That's her thing." Romeo whispered back with a chuckle.

"Hey, we're here." Buck's voice cut off any conversation. Master Chief opened the entrance and instantly his eyes scanned for Rookie and the Troop hog. Once his eyes find the gate he spotted the Rookie waiting with his M7s CSMG in hand, remaining vigilance.

"Oh, sweet Jesus!" Spider-Man exclaimed once he exited the facility and the smell of burnt flesh hit his masked nose. He looked around and instantly saw the dozens of corpses of HYDRA soldiers and guards. Some had their limbs dismembered. Some even had their heads removed from unknown causes. Holes were made in some of them that you could see through it. It looked like a real life Mortal Kombat X. All color left his face. He dropped Octavius's unconscious form.

"Dude! You didn't have to go that far! I mean they're Nazis and HYDRA but...dude!" Spidey exclaimed, "That's a bit overkill!"

"Told you so!" Buck shouted at the vigilant Rookie. Rookie noticed their arrival and hopped into the driver seat and ignited the engines. The Rookie maneuvered the vehicle towards his teammates who were waiting for him along with Spider-Man.

"Oh man, you guys have everything!" Spider-Man spoke with traces of awe in his voice once he saw the Warthog or the Troop version of the Warthog. Rookie came up and hopped out of the hog without turning off the engine.

"Sir?" Rookie asked Johnson, awaiting for new orders. Johnson turned to Spider-Man who looked at him confused.

"Spidey, you should get in the back of the vehicle, sit next to Alpha-4." Johnson ordered the webbed wonder.

"Aye-aye, Captin'!" Spidey gave a mock salute before turning around to face Alpha-4. "So, care to show me where I sit?" Spidey and Rookie left an amused Cortana and Johnson.

Rookie didn't answer but instead he went to the back of the Hog and sad in back right side of the Troop Hog. Spidey was about to follow his actions but he remembered something.

"Oh, right!" He smacked his forehead, "I'll be right back!" He said before leaping in the air and landed in front of Otto Octavius's unconscious form and hoisted him above his head.

"So, where do I put the doctor?" Spider-Man asked the UNSC troops save for Rookie.

" _Just put him beside you in the vehicle."_ Cortana answered, still in her projected/holographic form

"Alright," Spidey nodded and leaped in the air with Doc Ock hoisted above him and landed in front of Rookie.

"Just place this fellow right here." Spidey muttered while placing Doc Ock in two seats to the right of Rookie. "Alrighty, done!" He exclaimed before taking his seat next to Rookie.

"So, the great Alpha-4. This 'vehicle' got a name?" Spidey asked as he turned his head to face the ODST.

"..." Rookie gave no response.

"Not a chatter, aren'tcha?" Spider-Man deduced.

"..." Again, Rookie gave no response.

"Thought so..." Spidey muttered. Soon, Master Chief placed Madam Hydra in the back seat of the Troop hog while Buck had to sit next to her while constantly remaining vigilant should she ever wake up. Romeo and Dutch took their seats in the two back left seats of the M831. Master Chief and Johnson sat in the driver seat and passenger seat. They drove through the mountains, over hills that would require a lot of horsepower but the hog easily climbed them.

"Wow." Spidey muttered, awed by what the vehicle could do.

"Hey, what's vehicle called? This guy behind me isn't much of talker!" Spidey shouted towards Johnson due to the sound of wind hitting his ears as the Warthog drove at high speeds.

"It's called the M831 Troop Transport, son!" Johnson revealed, leaving out the nickname, "I'm starting to love this guy already." Johnson muttered with a small smile.

"Alright, thanks!" Spidey shouted back.

After five minutes the hog made its way towards their destination, the Pelican.

"Jesus! You guys have everything!" Spidey exclaimed as he walked closer to the large vehicle, examining it while Master Chief picked up both Doc Ock and Viper and strapped them into the Pelican seats.

' _Look at this! This is better than a Quinjet!'_ Spidey mentally marveled at the vehicle before him. The others had already took their seats in the Pelican, waiting for Spider-Man.

" _Hey web-head! You coming in or what?"_ Cortana's voice rang out through the outside speakers of the Pelican.

"Sure, coming!" Spidey replied as he turned and jogged towards the back of the Pelican. He was in the front, examining the cockpit from the looks of it. As he hopped in the Pelican he noticed that the M831 was attached to the back of the Pelican. He took a seat next to Romeo. He noticed that Doc Ock and Madam Hydra were already strapped in on the other side of the Pelican, still unconscious.

"Whew, you guys have everything. S.H.I.E.L.D and Richards would have a field day with this vehicle! And you can attach vehicles to this! That's insane!" Spidey exclaimed with Romeo on his left and nobody on his right.

"Glad you like it, Spidey." Romeo grinned under his helmet.

"Finally, you talk! Unlike that guy over there." Spidey sighed with relief as he pointed to Rookie who was next to Buck; in the last seat. Dutch was left of Romeo, Buck was left of Romeo, and Rookie as the one to fill the last seat of the Pelican with Buck on his left. Rookie grunted in annoyance.

"Eh, he's like that." Romeo shrugged. Spidey noticed that the hatch doors were closing. It had a small window on the top.

"Wow, you guys think of everything? Where'd you buy this? Military'R'US?" Spidey joked causing Romeo to laugh quietly.

"Nah, we found it in Army's'R'US." Romeo joked back causing Spidey to laugh.

" _First stop...S.H.I.E.L.D Helicarrier."_ Cortana's voice rang out through the speakers of the Pelican as the Pelican ascended and made way towards high above New York in the clouds where the S.H.I.E.L.D Helicarrier was hovering. Peter still felt guilty at what had transpired with him and Viper. He felt like he betrayed MJ's trust. He was raped and nothing could change that.

* * *

 _ **A/N: Again, sorry for the long delay. I will make sure to make the other chapter come out faster than before. So it's kinda like a double-upload. Jk, double-update. I almost sounded like Scarce for a second. So, I hope you all enjoyed this chapter and the story so far. Favorite and Follow this story if your new. Review if your either new or current reader and give your opinions on the story. I went through ten water bottles and six sticks of gum writing this on the side note. In case you can tell, I'm aiming for each chapter to be about 10k words or more. I plan for the next chapter to be 20k words so don't be surprised if it takes a bit long. Enjoy your day and stuff. I know this isn't as good as it's predecessors of Land of Heroes and Noble Spartan's, Noble Heroes, but I try my best. I also work on my other stories Spectacular Spider-Man and Red vs Blue so visit my profile if your interested. The RvB is a crossover between Marvel and RvB where the BG crew travels to the Marvel Universe so it's kind of like this story but with it's own original plot and stuff. Also I'm going to be posting a voting poll of whether or not this story should have romance or not. I want to let the readers decide whether or not it should have it or not. If it does get a Yes then I will post another voting poll on whether or not the fic should have lemons or not. This chapter kind of a had a lemon in it so, uh yeah. See you later, for the next chapter that will be 20k words long.**_

 _ **Check my Profile for voting poll!**_


	6. Only Human

**_Recent Update:_** _ **(January 1, 2017: 0110 PT: Fixed some Grammar mistakes and typos. Added author note at end.)**_

 _ **A/N: I'm sorry that I wasn't able to live up to my promise I made in the previous chapter. Apparently, I was assigned a science project shortly after and so I was busy. But anyway, here's another chapter. Enjoy the longer chapter. I apologize for any grammar mistakes or typos in advance. I will admit that the previous chapter with Spider-Man and Madame Hydra was a bit unnecessary but at the time it made sense. Hydra is a notorious group of people who did anything for world domination. Torture included. What better way to break a good fellow like Peter Parker than rape? Probably not my best moment/chapter...but I will continue.**_

 _ **DISCLAIMER: I don't own Marvel, Halo, and other characters used in this story except OC (If I ever decide to add them)**_

 _ **Answering questions at end! Again: Grammar and Typos are likely due to the length of this chapter.**_

* * *

 _Unknown Location…_

An object drifted through the vast and empty space. The object: A ship, showed no signs of activity. As if the occupants of the ship weren't there. Three words were etched across the hull of the ship.

' _ **Spirit Of Fire'**_ were the three words that were etched across the hull. Drifting across the empty and silent space. The ship, damaged after its recent encounter, was fairly silent.

Inside the ship, its occupants lay in cryo sleep. They had recently lost a good soldier and man during the Shield World. Sgt. John Forge. The Sergeant's pod was empty yet it was activated. Ice covered the glass of the pod. Marines, Orbit Drop Shock Troopers, Crewmen, Pilots...all of them were resting inside their cyro tubes. They have yet to be awaken.

Captain James Cutter sacrificed their only means of going home: their ship's slip-space drive. Using it to destroy the Shield world but losing a great man in the process. The Captain himself was resting as well in his own tube while Serina: the Ship's AI, watched over the ship for any activity. Their sacrifice may have saved humanity from the fleet that the covenant were about to obtain.

Serina, the ship's AI, flicked through various cameras inside and as well as outside the ship. It was very quiet to say the least. The ship still needed repairs after ramming into a Covenant ship and as well as the cleansing of the Shield world's AI. She figured they were drifting for a long period of time: approximately nineteen to twenty years. For seven years the AI would start to go into rampancy but Serina, fortunately, found a way to prevent that from happening by taking a rest after some time by simply powering down. If any other person were to be in her place they would literally die of boredom or go insane. Luckily, Cyro tubes provided the UNSC crew to get some rest until something happens or if they had been discovered.

Serina, curiously wondered if the UNSC and humanity won the brutal war against the Covenant. Did they win? Did they lose? She didn't know. She wondered if their sacrifice meant anything to the UNSC but of course the UNSC wouldn't know of their sacrifice. She wondered if their sacrifice had actually made a difference or if it was delaying the inevitable. Could the Covenant have found another planet similar to the Shield world and activated it's ships? She, along with the rest of the crew who were in cryo sleep, longed for something—anything to happen. Sighing, the AI proceeded to shut down for the time being until the ship detected anything.

* * *

"Welp, I'm bored."

Spider-Man threw his hands in the air in boredom. "How long till' we reach the Helicarrier?"

"Not too long. Ten minutes at most." Cortana answered through the Pelican's speakers.

"...And how do you know where the Shield Helicarrier is? And why the Shield Helicarrier? Can't you just drop me off at Manhattan or something?" Spider-Man asked hesitantly. Clearly these... _soldiers_ were very serious about their jobs. But the one that unnerved him the most was the seven foot tall soldier decked in advanced armor, his helmet obscured his face much like Spider-Man's but even with the mask on, people could see his expressions. However, with this dude you couldn't tell if he was smiling, frowning, smirking, and such.

"We have superior technology that could easily give Stark and Shield a run for their money." Cortana replied over the speakers.

"I can see that but...Shield? Shield?! They're like the most secret government agency. Even I would have trouble accessing a single one of their files. And knowing where the Helicarrier is? That's suicide! They would track you down!"

"We have access to Earth's satellite." Cortana simply replied in a deadpanned tone. Peter felt his eyes widen in suprise.

"Oh." Peter blinked. "Well that makes sense. But still, how do you guys do it? How do you guys avoid being tracked down from Shield?" Peter asked the ceiling of the Pelican curiously. The hatch, the small glass window, showed that they passed clouds at high speeds. But Peter ignored that.

"...We have our ways." Cortana replied over the speakers mysteriously.

"Oh my god, you guys are just like Nick Fury when he first approached me!" Peter groaned and placed his head in his gloved hands. "Always ' _We have our ways'_ and ' _It's a secret'_ "

"Don't worry about it." Cortana assured Peter in a calm tone.

"Sure," Peter scoffed, "Now that you guys know my secret ID." Peter folded his arms and hunched over like a grumpy old man...like Ebenezer Scrooge.

"Trust us, we won't tell a single soul about your ID. Even if someone does manage to get a hold on that information just call us and we'll take care of it." Cortana replied to Peter's comment.

"Whoa, whoa, whoa!" Peter now stood up and faced the ceiling, "You are not _eliminating,_ " Peter did air quotes when he said eliminating, "anyone that knows my Secret ID. Unless they're HYDRA or A.I.M then do as you please but do NOT kill anyone that manages to find out. And how would I go about calling you guys?"

Peter felt his sixth sense, that he dubbed 'Spider-Sense' in his early days, give a faint tingle. No danger but a faint tingle. Without looking, he caught a small object that was tossed to him courtesy of the ODST with the bronze color on his chest plate and the small teeth painted under his visor. Peter now looked at the object that the one named 'Alpha-3' and examined it. It looked like some sort of small communicator, similar to the ear piece of Alpha-1.

"To answer your question it's a communicator. Just click that button there and we'll receive an alert."

' _I wonder if I could give this to Fury-'_ Peter thought.

"But don't bother giving it to Shield or Director Fury." Alpha-3 said as if he read his mind, "It'll explode, not a big explosion but more like a firecracker, when it's being tinkered with. So those Shield boys can't study our technology. It's too dangerous for anyone to have access to our technology especially those HYDRA and AIM goons. And don't bother studying it yourself."

' _Geez, is this guy a mind reader? Man they're really good at covering their tracks. But I guess it's right that we don't study their technology. If it were in the wrong hands such as Osborn or Octavius...'_ Peter's thought trailed off. He placed the small communicator in his web shooters. It seemed as if the object was designed to fit his web shooters which surprised him.

"Uh...yeah. Gotcha. And what if someone steals it and manages to tinker with it and it explodes?" Peter asked and looked directly at Alpha-3 for an answer.

"We'll be notified and we'll come and find you and send you a new one." Cortana answered for Dutch.

"Okay." Peter nodded then sat back down for the remainder of the ride.

 _In the Cockpit…_

Sergeant Major Johnson tapped onto the small screen next to his co-pilot seat, receiving a video transmission of Miranda.

Still in his ODST armor with the helmet on he gave a curt nod, "Commander."

"Sergeant Major." Commander Keyes nodded in reply. Johnson was confused with the agitated tone in her voice as well as the hint of annoyance on the Commander's face.

"Something wrong Commander?" Johnson asked her worriedly.

"...Why haven't you called me after the ODSTs were done?"

Flashback…

" _Where's the ODST's?"_

" _Getting prepped."_

" _Call me back when they're ready."_

 _End Flashback…_

' _Oh.'_ Johnson blinked under his helmet. His features under the helmet turned into a sheepish smile and looked directly at the Commander.

"Heh...uh." Johnson nervously chuckled still wearing the sheepish smile.

"Forget it." Commander Keyes waved it off. "Have you completed your mission?"

"Yes, Ma'am." Johnson replied respectfully. He always respected officers. Lord Hood. Captain Keyes. Miranda Keyes.

"Good," Miranda gave a nod over the screen. "Any other good news?"

"We have Doctor Octavius and Madame Hydra in custody. Currently unconscious at the moment. Our Helljumpers are watching the two as well as Spider-Man. We're currently heading towards the Shield Helicarrier hovering over the Atlantic Ocean." Johnson revealed while working the controls on the co-pilot seat.

"Excellent work." Miranda complimented. "Did you guys enjoy the show?" Miranda asked, referring to the two Shortswords she sent with Marine LMD pilots over to the Sokovia HYDRA base.

"You bet." Johnson grinned.

 _Flashback…_

 _The Pelican ascended from it's parked position. Spider-Man walked over to the now closed hatch and looked through the small window. Looking through the window he focused on the HYDRA facility not far. Suddenly, two shadows quickly passed overhead and Peter could have sworn they were Air Force jets from the sound they created._

" _Oh my Spiders!" Peter exclaimed and lost his balance due to his surprise. He heard the four ODSTs quietly snicker but he ignored that. Standing up, he walked back to the window and looked at the two aircraft that were traveling at high speeds towards the HYDRA base. They were becoming smaller and smaller as they approached the HYDRA base. Come to think of it, the two aircraft resembled B-2 Spirit Bombers that the U.S Air Force used. Peter soon saw small objects dropping from the bottom of the aircraft. Curious, he squinted his eyes to get a better look but they were getting smaller as they dropped down to the HYDRA base. Eventually, Peter saw fire and smoke at the HYDRA base. It took a while for him to deduce what happened and eventually his eyes widened in shock._

' _BOMBERS!' Peter mentally exclaimed as he watched the HYDRA base become nothing but fire and smoke._

" _Beautiful sight, ain't it?" Alpha-3 asked, now next to Spider-Man viewing the damage caused by the Shortswords._

" _Uh..." Peter didn't want to answer that since death still made him uncomfortable. He was 101% sure that any HYDRA personnel or anyone in that facility was nothing but dust. Peter saw the two small aircraft turn opposite directions and quickly left the scene, leaving a hell of a show. The HYDRA base was nothing but fire and smoke. It was obliterated._

' _Reminds me of Mickey blowing up that ONI facility.' Dutch thought with a smirk before returning to his seat. Peter took a while to process what he saw before slowly returning to his seat._

' _These guys are seriously powerful. Are they some private military?' Peter wondered._

 _End Flashback…_

"How's our guest doing?" Miranda asked with a curious face.

"He's...a bit curious." Johnson replied with a shrug. "He's been asking questions about us during the whole trip. Guy's more annoying than Romeo. But we gave him a UNSC communicator."

"Good. He deserves help after all the trouble he's faced." Miranda gave a nod of approval.

"I can agree. We're five minutes from the Shield Helicarrier." Johnson informed the UNSC Commander.

"Good, Keyes out." Miranda responded before the feed was disconnected. Johnson took a quick glance behind him to Master Chief. Despite the helmet, Johnson could somehow see that his face remained focused and stoic. Deciding against having a conversation with the legend, Johnson returned to the co-pilot controls.

 _With Spider-Man_

Spider-Man sat quietly looking over the two unconscious forms of Madame Hydra and Doctor Octopus. He took a quick glance at the four ODSTs who were in a conversation at the moment, leaving him to watch over the prisoners. With his enhanced hearing, he managed to pick up bits of their conversation despite their hushed and quiet voices.

"HYDRA and AIM were easy compared to the Covenant." Alpha-2 quietly told the three. The three nodded in agreement.

"Yeah, tell me about it." Alpha-1 muttered, agreeing with the ODST. "But it's good to finally have a break from those bastards." Buck clenched his fists in anger, remembering what those Covenant and the new UNSC allies: Covenant Separatists. The Elites, despite coming to their side near the end of the war, caused as much damage as the Covenant did. With their brutal combat and ruthlessness on the battlefield, slaughtering UNSC soldiers as if they were sheep. UNSC soldiers unfortunate enough to meet a Sangheili Warrior on the battlefield would be filled with fear, unloading clip after clip on the Elite but to no avail, delaying the inevitable.

"I can't believe we won that war. And the _Flood_?" Alpha-2 shuddered, his voice trembled at the mention of the Flood. In fact, Alpha-2/Romeo still had nightmares of the parasitic creatures. He had to witness a squad of Marines and ODSTs be slaughtered or consumed by the Flood at one point on Earth in Kenya.

"Don't remind me, please." Alpha-3 grimaced under his helmet. He witnessed the same thing Romeo witnessed. Though, his nightmares were not as bad as Romeo's he still had the parasitic aliens in his dreams.

"I'd wonder how the superheroes would react to the _Flood._ I'd pay to see the look on HYDRA's face when they see a video of the _Flood._ I'd pay more just to see them go up against them. _"_ Alpha-4 chuckled darkly. The idea of HYDRA going up against the _Flood_ would be highly amusing to the four. Though, the parasitic aliens brought a sense of fear over the four ODSTs. They were only human after all. Johnson would go up against waves and waves of the parasites as he was invulnerable to the infection.

' _The Flood?'_ Peter thought, confused. He listened more closely to the not so quiet conversation. He leaned forward and focused on the two prisoners while closely listening to the conversation. This way, the four ODSTs wouldn't know that he was eavesdropping. Despite being near the hatch, Peter could hear the four in the corner of the aircraft.

"Yeah, they might as well kiss their ass goodbye once they see an infection form." Alpha-2 shuddered underneath his armor. "Jesus, those things give me the creeps."

"Worse than the Covenant? Hunters? Zealots?" Alpha-3 asked Alpha-2.

"Eh, I don't know. I mean the Hunters are big and mean but the Zealots are pretty ruthless. I'd say the _Flood_ is worse than both of them." Alpha-2 replied.

"Brutes?" Alpha-3 inquired curiously.

"What do you mean brutes? Those parasites are worse than the whole Covenant COMBINED." Alpha-2 said in a haunting voice.

"Yeah," Alpha-1 agreed. "I had to see a whole squad of Marines turn into those...things." Alpha-1 said in a slightly horrified voice. In fact, Alpha-1 could vividly remember the whole thing.

 _Flashback…_

 _Buck was with a squad of 8 Marines in Voi, Kenya. A Covenant infested ship crashed not too long ago and the once clear skies were now filled with a yellowish mist. Buck could hear his COM go off every ten or twenty seconds. Either it be a Marine reporting the situation or a Marine being mauled by the parasites._

" _Delta Squad reporting in. No hostiles detected." A male Marine reported over the COMMS._

" _Multiple contacts. Unknown hostiles." Another male Marine reported._

 _"There over there! It surrounded Sergeant!" A panicked Marine cried over the COMMS._

" _AAAAAHHH!" A Marine screamed in pain over the COMMS, slightly unnerving the Gunnery Sergeant._

" _Argh! Get it off me!" A Marine grunted over the COMMS._

" _Oh god! They're everywhere!" A Marine screamed in terror._

" _What the hell are these things?" A Marine asked over the COMMS while gunfire rang in the background._

" _Shit! Ugh...what the hell? Get it off!" A frightened Marine struggled over the COMMS before screaming in agony._

 _Buck reached to click his COMM on his helmeted ear. He looked behind him and saw the six Marines with their MA5C locked and loaded, ready to face the unknown parasitic threat. They were waiting for the Master Chief as he was not too far from their position, just recently coming from destroying the Covenant AA gun. The other two Marines, A male and female, were just up the ramp taking cover behind sandbags._

" _This is Gunnery Sergeant Buck, reporting. No sight of the Master Chief yet. No hostiles detected." Gunnery Sergeant Buck said over the COMMS. He looked up to view the small yellow mist falling down seemingly harmlessly._

" _Copy that. Once you guys make contact with the Chief escort him to the Covenant ship." Miranda Keyes replied over the COMMS._

" _Yes, Ma'am." Buck complied with the orders before disabling his COMMS for two reasons. One: to mute himself over the COMMS and two: to shut out any other Marines over the COMMS, either they be screaming in pain or just reporting in. Now there were no more voices ringing over his ears, allowing him to focus more. Bringing his MA5C up, he prepared for the worst._

" _What's the plan, Sergeant?" A Marine, a Corporal, asked the Sergeant, waiting for orders._

" _We wait for the Chief. From there we escort him to the crashed Covenant ship. But I can tell we ain't fighting the Covenant, Corporal." Buck answered while scanning the surroundings._

" _Then what the hell are we fighting, Gunny?" A Marine with the rank of Private asked the ODST._

" _Hell if I know. But from the screaming in my COMMS, I can tell it ain't pretty." Buck replied before reaching to his COMMS and reactivated it and contacted the two Marines up the ramp._

" _See the Chief yet?" Buck asked the two Marines up the ramp._

" _Not yet, sir." A female Marine responded. "Not a single hostile. But I did see some figures leaping from one building to the other. Whatever they are, they didn't look so pretty."_

" _Keep in touch." Buck simply said._

" _Yes, sir!" The female Marine responded respectfully before clicking off. Buck gave a long sigh. He was separated from Dutch, Romeo, Mickey, Rookie, and Veronica to lead these Marines in the Voi. Just recently coming back from New Mombassa, he was weary, tired. Yet he was determined to fight for the UNSC and humanity. Cocking his weapon, he remained vigilant._

 _The male Marine up the ramp with the female Marine contacted Buck and he answered._

" _Sir! I see the Chief! He's coming!" The male Marine informed the Gunnery Sergeant. Buck looked up the loading ramp and indeed he did see the Master Chief along with the Arbiter come just into view, recently coming form the destroyed Covenant AA gun._

 _Accidentally turning on his COMMS, he could a scream over the radio. "AaaaaHHHH!"_

" _Sergeant! Come on!" The female Marine urged Gunnery Sergeant Buck to come up the Ramp to regroup with the UNSC legend and Arbiter. The Marine sounded worried, as if she too heard the scream over the COMMS._

" _Let's move!" Buck ordered the six Marines behind him. Buck rushed up the ramp to meet with Master Chief._

 _A Marine gave a gasp of surprise as well as pain as he hurled groaned over. The Lance Corporal felt pain beyond that he's ever felt. The Lance Corporal gurgled and tried to snap his neck as the pain was unbearable, but to no avail. Another Marine, A Private First Class, dropped to his knees and felt unbearable pain. Trying to stand up, but to no avail, the Marine dropped down on his knees again and in a few short moments, Buck along with the rest of the surviving Marines witnessed the Private and Lance Corporal turn into...monsters._

" _Oh my god!" A male Marine stopped dead in his tracks while proceeding up the ramp to witness the two Marines transform into hideous creatures._

" _Jesus." Buck whispered in horror before shouting, "Open fire! These are not our men anymore!" Buck proceeded to load a clip of MA5C onto the two recently transformed Marines. Taking a quick glance at the four Marines he saw them give hesitation before obediently following his orders. Buck, after firing 32 rounds, managed to kill the transformed Lance Corporal. Releasing the magazine, he slammed in a fresh one. Suddenly, a scream; almost like a horde of zombies, was heard. Looking up, his face under the helmet turned into one of horror as he saw multiple figures along with smaller figures drop down below to the transformed Private. Buck, along with the four Marines, reeled back in shock. A Marine fell backwards in shock. Standing before them were not human beings for sure. In fact, some of them look like Brutes while others looked like they were once human but now hideous creatures._

" _Jesus!" The Corporal exclaimed before relentlessly shooting at the creatures. The Spider-like creatures with the tentacles protruding from the front popped by the Corporal's bullets while more jumped at him. Corporal managed to dodge all but one, the creature on his chest while he attempted to hold it._

" _Agh!" The Corporal hissed in pain as the creature attempted to dig deep into his chest. "Get it off me!" The Corporal yelled in horror. But, alas, the Corporal soon felt pain he never felt before. The creature ripped through his chest plate like it was nothing before ripping his chest, with blood splattering._

" _AGHHHHH!" The Corproal screamed in intense pain. He doubled back and got on his knees. He felt he wasn't in control, he felt his hands going to twist his neck._

 _The three Marines with Buck continued to open fire while taking steps back, leaving the Corporal to transform. Master Chief and the Arbiter joined in shortly after. Master Chief fired round after round at the Flood. Unlike the Marines and ODST, he had experience fighting these hostiles. Knowing the Combat Form's weak spot, he aimed for the chest of the transformed Brutes and Marines, where the Infection form was laying comfortably in the burrow. Arbiter rushed towards the Flood, bringing out his Energy Sword, and continuously slash, successfully destroying the Combat forms but not so much for the Infection forms. Infection forms jumped at the Arbiter but they popped once reaching Arbiter's shields. Arbiter gave a war cry after a slash or two. His shields weakened upon Infection forms hitting him. The three Marines and ODST continued to fire at the Infection forms._

" _What the hell!" A Marine shouted over the gunfire, terrified upon seeing three Marines from his squad be transformed into the monsters. The Marines near the sandbags joined in after noticing the struggle._

 _The transformed Corporal, his head bent backwards and the expression of terror forever etched on his face, his left hand painfully snapped and claw like appendages coming out form his wrist while his right hand remained the same. The former Corporal leaped at an unsuspecting Marine._

" _AHH!" A Marine screamed in terror while quickly aiming his MA5C at the transformed Corporal and held the trigger in hopes of killing the creature. But unfortunately, the creature brushed off the bullets, as if the creature couldn't feel pain despite the right arm detaching due to the bullets and a mixture of yellow and red blood spurted out from the bullets. The creature gave an inhumane growl before slashing at the Marine, brutally killing him form the sharp claw appendages while an Infection form slithered its way to the dead Marine._

" _Shit! Sarge what the hell are these things?!" The terrified Female Marine managed to ask while firing relentlessly._

" _Hell if I know!" Buck responded. "Keep firing!"_

 _The Marines and Master Chief all fired at the Flood. Arbiter retreated and regrouped with them as his shields were weakened and his Energy Sword was almost used up. The Arbiter joined in, firing his Carbine at the Flood. The group backed up as the Flood approached, seemingly endlessly. Three transformed Marines all leaped at one Marine who screamed in terror for a moment before being killed._

" _Shit!" A Marine cursed before feeling a weight on his chest. An Infection form latched onto his chest and relentlessly tried to dig in his chest. The Marine didn't have time to put his arms to hold it off, making the Infection form to easily dig into his chest, transforming the Marine. Now three Marines remained out of the eight._

 _While firing, the Female Marine gave a gasp and shortly after died. The cause was an Infection form latching onto her back, easily tapping into her spinal cord, making the transformation process much easier._

 _Master Chief spun around and proceeded to take out four combat forms who were leaping over the metal ten foot high fence with precise shots._

" _Shit, we're surrounded!" Buck realized and fired continuously but to no avail. His ammo counter dropped down from 20 to 0 in a manner of four seconds. Having no more ammo for the weapon, Buck brought out his BR55 and continued from there. Out of the corner of his eye, he saw a Marine being dragged off by a Brute Combat form and a Human Combat form while the Marine helplessly tried to grip the pavement but to no avail. The sheer terror on the Marine's face was what frightened the ODST. Now one Marine remained along with the Arbiter and Master Chief, who proved effective as they took precise shots to the Combat Form's chest and sprayed the Infection forms. Buck, unloading 12 shots, destroyed a transformed Marine. He grimaced under his helmet as limbs exploded from the Combat form._

 _Eventually they managed to destroy all the Combat forms and Infection forms. Buck couldn't decipher where they dragged off the Marine but he was long gone anyway. Now remained a surviving Marine, him, Master Chief, and Arbiter. The surviving Marine of his squad panted in exhaustion and looked terrified. Unbeknownst to them, the Marine felt a little pain in his chest but he ignored it and concluded it was his heart accelerating from adrenaline._

" _We did it." The remaining Marine panted. "Oh god, the Corporal. Jack..." The Marine whispered in horror before turning to face Buck, Master Chief, and Arbiter._

" _So, where t-" A Carbine bullet filled his head, dropping him dead courtesy of the Arbiter. Alarmed, Buck aimed his rife at the Arbiter but he was confused that Master Chief didn't repeat his actions._

" _What the hell!" Buck shouted in anger, alarmed at the now dead Marine. "What the hell was that about! He's on our side!"_

 _Arbiter gave a simple answer, "He was infected. Do you see the spores coming down from above? No doubt he must have inhaled some."_

" _Chief!?" Buck demanded outrageously._

" _He's right." Master Chief responded in his deep voice while overlooking the dead Marine with a Carbine round in his head. "He was about to turn anyway. At least we saved him the pain." Master Chief's voice held some regret._

" _And how are you sure?" Buck asked warily while pointing his Assault Rifle at the Arbiter who stood there._

" _Trust me. You'd be dead too if it weren't for your vacuum sealed ODST armor and helmet." Master Chief replied before shouldering his rifle. "Let's move."_

 _End Flashback…_

Shaking his head to discard the tragic and horrific memories, Alpha-1 added, "Just don't remind me of... _them._ I'd like to sleep peacefully tonight."

As if sensing his discomfort, Alpha-2 changed the subject. "Sorry, Gunny. Do you miss _her?"_ Alpha-2 teased, smirking.

"...Do you ever stop being an asshole? You bring _her_ up?" Alpha-1 replied in annoyance, frowning underneath his helmet.

"So your moving on?" Alpha-2 asked curiously.

"I-I don't know." Alpha-1 whispered. "But—maybe." He replied, unsure.

"Well, don't worry." Alpha-3 patted Alpha-1's back reassuringly. "He may be an asshole but he's a good member of our squad."

"Uh, the _Best_ member of our squad." Alpha-2 corrected, prompting the others to roll their eyes.

"Thanks." Alpha-1 said.

' _These guys must have some traumatizing history. I mean they're soldiers. But soldiers from where?'_ Peter wondered and stopped eavesdropping.

" _Hellicarrier in_ _sight. ETA 30 seconds. Gonna try to communicate with them so that we don't get shot in the air."_ Cortana informed them.

* * *

"Sir!"

"What? I'm in the middle of something." Nick Fury replied in an agitated tone. Nick Fury was currently talking with Stark who brought along Ms. Marvel, Captain America, Charles Xavier, Wolverine, and Spider-Woman in an attempt to find Spider-Man sooner.

"Yeah, can it wait?" Tony Stark added, his tone suggesting that he was frustrated and worried over the web-slinger.

"Director Fury! An object is approaching us fast!" The Shield agent said urgently.

"What!" Director Fury shouted alarmed. "Bring up the feed!" He ordered the agent who complied. A screen appeared from the ceiling and showed them a live feed of a camera outside the Helicarrier. Ms. Marvel, Iron Man, Captain America, Professor X, Wolverine, and Spider-Woman payed close attention, ready to defend the Helicarrier if need be.

The live feed showed a small object become larger and larger as it quickly approached the Shield Helicarrier. It looked familiar to Iron Man, Captain America, and Ms. Marvel but they couldn't put their tongue on it.

"Bring up defense systems!" Nick Fury harshly ordered the Agent who instantly complied. Agents were rushing around the large room, scrambling to defend the Helicarrier.

" _That won't be necessary, Director Fury."_ An unknown female voice rang out from the speakers.

"Who is this?" Nick Fury demanded. Agents still scrambled to their duties to defend the Helicarrier.

" _Let's just say I'm a friend of the Spartan and ODSTs."_ The voice mysteriously replied.

"How can I be so sure?" Nick Fury asked warily, though he would be lying if he said he wasn't interested.

"Director Fury." A deep, male, voice with what sounds like a helmet filter replaced the cheery female voice.

"Who's this?" Nick Fury demanded once more.

"This is Spartan-117. I suggest you lower your defenses. We have a special gift for you." Spartan-117 replied, his voice held authority.

"How could we trust you?" Ms. Marvel asked warily.

"We want you to trust us. That is our goal. If we were to attack, it wouldn't make sense if our goal was to gain your trust." Spartan-117 raised a very good point.

"...Lower the defenses." Nick Fury ordered the Shield agent after a moment of contemplating. The Shield agent did as he was ordered without question.

"We will meet you on the deck. Spartan-117, out." Spartan-117 said before disconnecting the transmission. Nick Fury turned to the heroes.

"Well, you heard the man. Let's see what his ' _gift_ ' is." Nick Fury said before walking towards the elevator with the heroes following in tow with Logan helping Professor X.

 _On the Deck…_

Nick Fury, Wolverine, Ms. Marvel, Spider-Woman, Captain America, Iron Man, and Professor X poured out the doors leading to the deck. They saw that the aircraft the Spartan was piloting land. Two more figures poured out the doors.

"Natasha? Clint?" Captain America said in surprise. He wasn't expecting them to be here.

"Fury's orders." Natasha simply replied and stood by Nick Fury while Clint stayed behind and stood next to Captain America.

"We were just training." Clint shrugged before facing the aircraft. "Hey, isn't that..."

"Yeah. It is." Steve Rogers nodded in confirmation. The aircraft's hatch, they presumed, was facing them. The hatch slowly opened and to their surprise, Spider-Man swung out as he attached his web to the ceiling outside ceiling. (You know what I'm talking about right? The Ceiling that attaches the Warthogs and Scorpions?)

"Spidey?!" Ms. Marvel, Spider-Woman, Iron Man, Captain America, Hawkeye, and Natasha gasped in shock while Nick Fury just smirked.

"Hey, everyone. Long time no see." Spider-Man greeted, rubbing the back of his head nervously. Then, two figures were thrown out of the aircraft and landed roughly next to Spider-Man. Natasha and Fury scowled at one.

"Viper!" Black Widow hissed at the sight of her treacherous foe.

"...Did not see that coming." Iron Man muttered in his helmet before approaching Spider-Man. "Good to see you back in one peace Spidey." Iron Man's armored hands patted his back. Captain America approached Spider-Man as well.

"Good to see you son." Captain America smiled and placed a hand on his shoulder.

"Well, uh...yeah! Good to be back!" Spider-Man struggled for words for a moment as he did not come back in one piece. His eyes darted over to the unconscious form of Madame Hydra and he frowned before returning his gaze at the two Avengers.

"Where's our guests, Spider-Man?" Nick Fury asked the web-slinger curiously.

"Guests?" He repeated confused. Then it clicked in his mind. "Oh! Guests! You mean Alpha-1, Alpha-2, Alpha-3, Alpha-4, and Spartan-117?"

"Huh?" Everyone tilted their heads, confused.

"Never mind." Spider-Man face palmed before pointing at the two figures. "Might want to get her and Octavius locked up."

"We're already on that." Nick Fury replied before eight fully armored Shield agents came out from the door behind the Avengers and Fury and proceeded to cuff the two with specially designed Shield handcuffs and used special rope to tie Octavius' extra arms. Eventually, four armored figures hopped out from the rear of the aircraft that Spider-Man had hopped out of. The ODSTs were still in their armor.

"Can you stop reminding me about... _the Flood?_ " Alpha-1 said exasperatedly as he hopped out.

"Just sayin' Gunny. Which is worst? _The Flood_ or _The Covenant?"_ Alpha-2 inquired as he hopped out as well. Alpha-3 and Alpha-4 followed shortly after.

"Just shut up, alright!" Alpha-3 harshly hushed Alpha-2. "I...I don't want to even think about those... _things._ "

Suddenly, the intimidating and imposing figure of Spartan-117 along with another ODST finally exited the aircraft after powering it down. The group approached the Avengers and Nick Fury. Spider-Man had already joined them.

' _Best keep your mouth's shut while me and the Chief talk. You hear me Helljumpers?'_ Johnson harshly said through the nano-colony.

' _Sir, yes sir!'_ The four ODSTs chorused and proceeded to shut their mouths. The ODSTs were holding their weapons along with Johnson. Chief, however, was unarmed.

"Director Fury." Spartan-117 gave a curt nod to the Director of Shield.

"Spartan." Director nodded and looked over him. "Impressive aircraft." He stated blandly.

"Enjoy your gifts?" Johnson asked them.

"How did you manage to find Spider-Man?" Fury asked, cutting right to the chase while the Avengers save for Spider-Man payed close attention. "Even I had trouble finding him even with Stark's help."

"An...ally of ours managed to track down his location via The Goblin glider. Unfortunately, we were only able to apprehend two out of three." Spartan-117 replied while staring down at Fury while Fury did the same. He didn't want to reveal Cortana just yet. It was too early.

"Ahem." Johnson cleared his throat, breaking the staring contest between Spartan-117 and Johnson. The Avengers and two X-Men released their breaths that they didn't even know they were holding. The tension between the Spartan and Nick Fury was overwhelming.

Logan sniffed the Spartan and ODSTs and he wasn't surprised when he smelt blood on them. He decided to bring it up after they leave.

Nick Fury and Tony stark viewed their armor and weapons. Now that they had a close up they could clearly see that they were highly advanced. Fury surmised that if they wanted to attack they would take them down with ease. He would have to interrogate Spider-Man for more details on them as he spent a large amount of time with them.

"We came here to personally deliver your gifts. We want to earn your trust as the Spartan said. We thought his would help in you gaining your trust." Johnson continued.

"I see." Director Fury nodded before adding, "But I can't trust you guys if I don't know all the details. You guys literally came out of nowhere."

"Yeah, from what Spidey's told us you five literally dropped from the sky from pods. What were those pods anyway?" Tony Stark asked curiously.

"You'll find out soon. But now's not the best time to reveal ourselves to you." Spartan-117 answered in a tone meaning no arguments will be made.

"I have a question." Captain America said and everyone payed attention to him. Spartan-117 nodded for him to continue. "Back in the Amazons you had the Marines, correct?" Spartan-117 nodded. "So what branch are the ODSTs?" He asked curiously. The others were curious as well and payed close attention to the soldiers in front of them.

"We're Marines. A tougher class of Marines." Alpha-1 answered Cap's question. Captain America nodded, accepting the answer.

"But what does ODST stand for? It surely stands for something." Ms. Marvel stated, a curious look covered her features.

"You'll learn soon. Once we find that the time is appropriate for us to reveal ourselves. But I wouldn't recommend it." Alpha-4 said.

"And why is that, bub?" Logan growled and almost popped his claws out but Professor X stopped him.

' _No Logan. Not now.'_ Professor X sternly said telepathically. Logan reluctantly complied but scowled at Alpha-4.

"What we've been through is enough to send a trained Navy SEAL running to his mother." Alpha-4 replied darkly, unnerving the Avengers but not Nick Fury.

Noticing the tension, Natasha decided to ask another question. "What branch are you, Spartan?" The other payed close attention, more curious than before.

"Navy, Special Forces. But what I've been through is way worse than the ODSTs have." Spartan-117 replied while the Avengers, save for Logan and Nick Fury, shifted in their positions uncomfortably.

"Yeah," Alpha-3 agreed. "To think he's able to live through all that shit and come back in one peace." He chuckled.

"In case you guys don't know, this is Alpha-1, the ODST's squad leader." Spider-Man pointed at Buck who was holding his MA5C in his hands. Buck nodded to them. "This is Alpha-2." He gestured to Romeo who gave a two fingered salute.

"ODST Sharpshooter at your service." Alpha-2 smirked as he agave a two fingered salute while holding his Sniper Rifle in one hand.

"Sharpshooter, eh?" Hawkeye's lips curved upwards into a grin. "Think you can beat me?" He challenged.

"Hmmph. We'll see about that." Alpha-2 accepted the challenge with his own grin.

"I gotta see this." Spider-Woman rubbed her hands in anticipation.

"And this is Alpha-3." Spider-Man gestured towards Dutch who was holding his M90 CAWS while a strange weapon was attached to his thigh. Alpha-3 nodded in acknowledgment.

"And finally, Alpha-4. The silent one you could say." Spider-Man introduced while gesturing towards Alpha-4 and gave a simple nod. Spider-Man then pointed to the last one.

"And you...I...have no idea who you are. I forgot to ask for your name." Spider-Man sheepishly said, scratching his head. Everyone, including the ODSTs and Spartan, looked towards Johnson as they wait for his answer.

"Alpha-5 will do." Johnson introduced himself, nodding to the Avengers.

"And he's Alpha-5!" Spider-Man stated cheerfully. "What a surprise." He sarcastically muttered.

"I heard that, jackass." Johnson snapped at Spider-Man, a frown underneath his helmet. Johnson's comment caused Logan and a few Avengers, notably Stark, Rogers, and Barton, to smile. Surprisingly, Nick Fury smirked.

"Psst!" Alpha-2 nudged Alpha-3 with his shoulder.

"Hmm?" Alpha-3 hummed in acknowledgment while looking at the Avengers poke fun of Spider-Man.

"Five bucks says Sergeant Major is going to make Spidey drop and give him fifty." Alpha-2 challenged his friend.

"...Your on. Ten bucks if Spidey does one hundred." Alpha-3 grinned beneath his helmet. Alpha-2 and Alpha-3 waited to see what Johnson would do as punishment for Spider-Man's comment. Director Fury smirked as Alpha-5 approached them.

Nick Fury stopped Alpha-5 dead his tracks by grabbing his shoulder. He quietly asked, "Drop and give him 50?'

"No." Alpha-5 shook his head with his own smirk. "100."

"Ah." Nick Fury's smirk widened. He could tell Alpha-5 deserved the utmost respect if the ODSTs and Spartan, especially the Spartan, respect him. Releasing his grip on his armored shoulder, he allowed the ODST to approach Spider-Man who was being teased by the Avengers.

"I done goofed up, didn't I?" Peter asked the Avengers with a sigh. The Avengers sported amused faces even Black Widow.

"You done goofed up." Tony confirmed, flipping his faceplate up. His face was plastered with a grin. He looked over to the Spartan and ODSTs who were watching Alpha-5 approach Spider-Man.

"Bout' time his mouth of his would end up in trouble." Logan smirked at the web-head. ' _Gets what he deserved.'_

"Well, you did just disrespect a man who is serving in the Marines. An elite Marine, might I add." Carol pointed out with an amused look.

" _Aren't you going to intervene, John?"_ Cortana curiously asked Master Chief privately. She would've thought John would intervene so they could get to business quicker. Although, part of her wants to see what happens.

Turning off his external speakers he replied, "No. I actually think it's necessary for Spider-Man to be punished." Master Chief admitted, surprising Cortana.

"And why is it necessary?" Cortana questioned, curious of her protector's opinion.

"Johnson's been through a lot during the war. He's been there from start to the end. He died at the end, sacrificing himself but he's here. He deserves some respect."

"And do you think you deserve respect?" Cortana asked her protector.

"...No. If I do get respect or not, it doesn't matter." Master Chief replied.

"Hmm." Cortana hummed before returning to focus on the wrath Johnson would unleash on Spider-Man.

Johnson close to Spider-Man's face, just recently attaching his DMR to his back.

"Wanna repeat what you said, jackass?" Johnson growled. Despite his mask, Johnson could detect traces of sweat producing on his face.

"I-I-uh. I-I said What a surprise?" Peter stuttered.

"...Good." Johnson nodded and stepped back causing Peter to sigh in relief.

For a moment.

"NOW DROP AND GIVE ONE HUNDRED GOD DAMN PUSH-UPS SCUMBAG!" Johnson furiously ordered the superhero, glaring at him. The Avengers watched as Peter clumsily fumbled around to get down on the ground. Nick Fury watched Spider-Man get down into a push-up position. The Avengers and Fury were oblivious to the deal between Alpha-2 and Alpha-3.

"Guess I owe you ten bucks." Alpha-2 reluctantly said in defeat but with a smile.

"That you do." Alpha-3 grinned as he, Romeo, Rookie, and Buck observed the experienced Sergeant shout at Peter while he did push-ups. The Avengers, meanwhile, snickered at Peter's predicament. However, Logan pulled Professor X to the side to talk to him.

"What's the problem, Logan?" Professor X asked Logan from his wheelchair once Logan pulled him to the side.

"Chuck, could you read any of their minds? Frankly, I don' trust em'. They reek of blood. A-"

"Of course they reek of blood Logan." Professor X interrupted. "They did say they were soldiers. But from where, I don't know. I admit, it unnerves me that they did kill."

"A lot of blood. And some don' smell human to me," Logan growled in frustration, unable to figure the soldiers out.

"What do you mean?" Professor asked curiously yet concerned at the same time.

"What I'm sayin' Chuck is that these guys are from somewhere else. Or they just like to get in fights with some aliens." Logan said and stared at the ODSTs and Spartan. They were oblivious to his stare.

"...Very well Logan." Professor X sighed in defeat.

"Thanks, Chuck. Tell me what you find." Logan replied gratefully.

Professor X focused onto getting into the mind of the closest one: Spartan 117.

John felt a faint tingle in his head. He deduced it was a telepathic individual attempting to access his mind. Looking to the left, he saw the cause of it. Professor X and Wolverine were away from the Avengers and Nick Fury. John frowned at them. The Professor's eyes suddenly became wide with shock dancing across his face.

"Chuck!" Logan shook him, alarmed. "Chuck, you with me!?"

Logan's alarmed voice brought concern over the Avengers. Peter had finished his hundredth push-up. He was exhausted, not from the push-ups but from the constant screaming in his ear courtesy of one Alpha-5. Standing upright, Spider-Man, Nick Fury, Ms. Marvel, Spider-Woman, Iron Man, Captain America, Black Widow, and Hawkeye rushed to Logan and Xavier.

"What's wrong?" Captain America asked Logan. Johnson, Rookie, Dutch, Romeo, Master Chief, and Buck approached them as well.

"What's going on?" Alpha-1 asked the superheroes and Director of Shield.

"I don't know!" Logan replied in frustration. "Professor ain't responding!"

"Lo-Logan." Chuck responded. He seemed normal but his face held shock.

"Professor!" Logan rushed to his side.

"Ho-how?" Professor X asked, directed at the Spartan, with shock in his voice.

"How what?" Logan urged the Professor to continue.

"I-I can't get into his mind." Xavier finished and looked directly into Logan's eyes. "I can't. Something's blocking me out."

"B-but how!?" Spider-Woman exclaimed in shock. "Aren't you the most powerful telepathic mutant?"

"Yes." Professor X confirmed, closing his eyes before reopening them and looked directly at the Spartan. "How did you block me out?"

Professor X closed his eyes to attempt to enter the mind of the Alpha-4 but to his surprise, he was unable to gain entrance. "Even you?" Professor X said in surprise.

"We put countermeasures if we ever run into a Telepath." Alpha-4 explained. "It's for the best."

"How is it for the best?" Ms. Marvel asked. "Can't you guys share where you came from right now?"

"Spider-Man needs much needed rest. His encounter with HYDRA isn't pleasant. And now's not the best time." Master Chief answered.

"You still haven't answered my first question." Ms. Marvel remarked in annoyance.

"It's for the best because we hold _our_ military's tactics, information, etc. Especially Spartan-117. Add that to the fact of our memories. Telepaths can view memories, correct?" Alpha-4 double-checked with the Professor.

"Yes, they can." Professor X nodded.

"Our memories...aren't very fond. If Professor Xavier were to experience or view our memories, no doubt he would've been into shock or worse, a coma. What we experienced—what we fought and saw is not for you. It shouldn't be for anyone. But we lived through it." Alpha-4 explained, surprising the Avengers and Fury.

"And what did you fight?" Nick Fury asked curiously while looking directly at the Spartan.

"All we could give you at the moment is aliens. We fought a three decade war." Spartan-117 revealed.

"A three decade war!?" Hawkeye exclaimed, his jaw dropping to the floor.

"Let me tell ya, it ain't pretty." Alpha-2 said in a haunting voice, surprisingly unnerving the Avengers.

"Our side suffered numerous casualties. Men, Women. We even suffered casualties in the form of civilians. That's all I can give for now but...are you sure you guys want to see what we went through? _What_ we fought for? _Who_ we fought?" Spartan-117 finished.

"I need all the details if I decide to trust you so, yes." Nick Fury answered.

"Same for the Avengers. Not sure for the Fantastic Four or the X-Men." Captain America answered, accepting.

"You can count the X-Men in. Right Chuck?" Logan asked the Professor.

"...Yes, but I am afraid as to what myself and the other X-Men will be exposed to."

"It's a risk. Even what I fought still gives me nightmares each night." Alpha-2 admitted. And he was telling the truth. Mostly he had nightmares of the Flood while some were nightmares of fighting against hordes of Covenant soldiers.

"Then we'll just have to take that risk." was the Gruffly reply from Wolverine.

"I'll contact the Fantastic Four to see if they're up to it." Iron Man said. All the UNSC soldiers on the deck of the Shield Helicarrier frowned at their responses.

" _Well...they're persistent. I'll give them that. But they have no idea what we've been through."_ Cortana's voice rang in John's helmet. John ignored that, however.

"Uh...I guess you can count me in too, I guess?" Spider-Man responded, unsure of himself.

"Okay." Alpha-2 shrugged. "Not my fault if you guys get nightmares for a month. Or Five. Or Twelve. Or two years."

Alpha-2's comment slightly unnerved the Avengers, Professor X, and Spider-Man. Fury and Logan were not fazed in the slightest.

" _Hey Chief."_ Romeo called Chief using the private COMMS, having turned off his external speakers.

"Yes?" Master Chief replied, not sparing a glance at the Lance Corporal.

" _How long do you suppose we can stay. I want to have a match with Hawkeye."_ Romeo asked.

"Not long enough." Chief simply replied.

" _Oh your no fun."_ Romeo pouted underneath his helmet. " _I guess next time'll do."_ He muttered before disconnecting from the private COMMS and reactivated his external speakers.

Alpha-2 approached Hawkeye who was standing next to Black Widow.

"Ah," Alpha-2 mock sighed. "I guess we can't do that match to see who's the better shooter." He patted the Archer's back with his armored hands. Usually he would be wearing the UNSC fingerless gloves but the armor required him to wear it's armored gloves if he wanted the shields to cover his hands. "Bummer."

"Ah, well. Was hoping to beat your ass. Next time, I guess." Hawkeye replied with a smirk.

"Next time." Alpha-2 nodded, then attached his Sniper to his armored back. "And by next time I mean after you see our history. Hopefully you'll be so traumatized that you can't focus shooting!" Alpha-2 laughed before walking away.

"Har har." Hawkeye faked a laugh, rolling his eyes. But he couldn't help but wonder if he was serious. He sounded serious and traumatized. Maybe he should drop out.

"Thinking about dropping out, Clint?" Natasha teased the Archer as if she read his mind.

"W-what! Of course not!" Hawkeye said in his most convincing voice. "Well, yeah. Maybe. I have this feeling-"

"You have this feeling?" Black Widow inquired with a raised eyebrow.

"Yeah! A feeling that...maybe we can't handle it."

"Oh don't be such a baby Legolas!" Tony Stark teased the archer with his faceplate still raised. He patted the archer's back.

"Whatever." Huffed Hawkeye as he folded his arms and frowned.

Meanwhile, Master Chief and Nick Fury were discussing of the possible dates of when the Spartan and his crew could reveal their history.

"July 27th?" Nick Fury suggested. Today was July 3rd. The Spartan shook his head. "July 24th?"

Johnson came up next to Master Chief, standing on his right side.

"Look. I know you guys want to know more about us. I know. We want you to trust up but now isn't the time. We'll contact you when we're ready to reveal ourselves two days in advance." Johnson interjected.

"And how will you contact us?" Nick Fury inquired, raising his eyebrow.

"Trust me. We have our ways of contacting you." Johnson mysteriously replied. In response, Nick Fury 's right hand went to his face and rubbed it in exasperation.

"...Fine. We'll wait. But we better get a damn good explanation as to who you are and what you are." Nick Fury reluctantly accepted those terms.

"Good. Once we contact you, I assume you'll contact the Avengers, X-Men, and Fantastic Four if they want to tag along as well?" Alpha-5 inquired.

"Yes, I will." Nick Fury nodded. The Spartan and Alpha-5 nodded in kind.

"We'll be taking our leave." Johnson said while the four other ODSTs joined them in their discussion.

"I hope to learn more about you people. It's my job as Director of a government sanctioned agency." Nick Fury said. "Now I have some HYDRA business to attend to."

' _Mainly, interrogating.'_ Nick Fury thought tiredly. In the background he heard the Avengers, Spider-Man, Logan and Professor chatting amongst themselves.

"Oh, and Director." Alpha-5's voice rang behind him. Turning around to face the six individuals, he was surprised by what he saw next.

The Six stood at attention and gave a proper and well executed Military salute at the Director of Shield. The six were side-by-side as they gave their salute.

Nick Fury's dark features smiled as he overcame his surprise and returned the salute. The Avengers, Spider-Man, Logan and Xavier saw the exchange between Fury and the UNSC crew as Spider-Man pointed it out for them. They were all surprised at the great amount of respect they showed for the Director of Shield.

Dropping their salute, the Six marched back to their aircraft with Johnson leading and Master Chief last; leaving the ODSTs between them. Their marching was in sync and well coordinated as they marched back to their aircraft. Eventually, they hopped in and Alpha-5 and The Spartan entered through an automatic door, supposedly the cockpit. Nick Fury, along with the superheroes on the deck, watched as the Pelican's thrusters activated and heated up. Soon the hatch was slowly closing and Nick Fury could faintly see Alpha-2 sit next to Alpha-3. The Pelican ascended once the hatch was fully closed and flew away from the hovering Helicarrier. Nick Fury's ears perked up at the sound of boots hitting the runway as Hawkeye walked towards him.

"Did-did they just salute you?" Hawkeye asked with wide eyes.

"Yes. Yes, they did." Nick Fury smirked and proceeded to place his hands behind his back and turned around to interrogate.

 _New York: Manhattan 2 hours later…_

"Ah." Romeo, now out of armor, sighed in content. He was now wearing a military green shirt with black, bold letters ' _ **USMC'**_ etched across the chest area. He was also sporting plain blue jeans. Wearing the USMC shirt keeps his story of being in the Marines valid, as to prevent any suspicion arousing that he was actually an elite class Marine from another reality who went through a violent, brutal, three decade war.

"Definitely a step up from the UNSC." Romeo muttered to himself as he relaxed at a park bench. Hugging his arms behind his bench, since no one else took up the seats, he observed the civilians who were having a good, peaceful time at the park. Once in a while, couples, whether they be teenagers or adults, walked by as they held hands. Families laughed as they ate, played, or simply were having a good time.

Romeo had decided that he'd take Rookie's suggestion to help him relax. Ever since coming to this alternate reality, every night he's been having nightmares shifting from two horrific subjects. _The Covenant_ and _The Flood._ Deciding that relaxing at the park would at least prevent those dreams from happening. Just last night he had a dream about _The_ _Flood._ God was he lucky to be an ODST and wear the vacuum sealed armor and helmet. If he were to inhale those spores he wouldn't be here right now. Just the mere thought of a combat form or tentacles protruding from the infection forms and the strange noises they make-

Romeo closed his eyes as his breathing turned from calm to hard. He was breathing fast. He tried his best—his very best to get rid of those images out of his head. He focused on breathing in through the nose and out through the mouth. After repeating the same action ten times he found himself relaxed now.

' _Oh god! I-I need to get these things out of my head!'_ Romeo thought frantically as he brought both hands to his face. Just the _Flood._ That's what they were called. He had to see a whole squad—a whole squad! A whole squad get slaughtered or transformed into those... _creatures_ in a manner of a minute. A minute! A Marine squad consisting of twelve men. Then...he had to watch a helpless squad of ODSTs, thirteen men, get latched on by Combat forms. He couldn't do anything but watch through the glass part of the door and hear their muffled cry's and screams of unbearable pain. And they were ODSTs for god sakes! ODSTs! The best of the best! Get transformed by just two dozen infection forms. The ODST squad didn't have much space in the small room so they were at a major disadvantage. He could vividly remember Dutch by his side, witnessing the same event. The stood side-by-side, watching helplessly through the small window the door offered and watched as large amounts of blood, whether it be red or yellow, spew across the room. It was in another part of the Voi, separated from their squad leader GySgt Buck. The door had unexpectedly closed and locked. He could hear the muffled screams of help from the ODSTs. He could almost hear them right now.

 _Flashback..._

" _Oh, god! Help! Help!_ " _The ODST locked inside with his squad banged on the glass part of the door while his squad fight off the infection forms pouring into the room through the vents but to no avail. Their numbers were dropping from thirteen to seven. Dutch and Romeo watched and horror. The door had unexpectedly closed behind them. They did the best they could to open the door._

" _Argh! Come on you piece of shit! Open!" Romeo yelled at the door in frustration as it wouldn't budge. He tried pulling the door open with his legs, his fingerless gloves gripped the circular handle as he tried to twist the door open. The handle resembled a bank fault but it was smaller and tighter._

" _Dutch!" Romeo shouted to the man next to him who immediately helped Romeo pulling the door open with his fingerless gloves. They tried using their one foot to pull backwards but it didn't work. They still saw the ODST banging on the glass part of the door with his fists._

" _Help! O-oh-no! Vic! No not him!" The ODST on the other side gave up banging on the glass and in his anger and frustration, he turned around and brought his M7s SMG and opened fire at his now transformed teammates. Their combat forms had a flood infection form burrowed in the chest as susual but their helmets were cracked and tentacles protruded out from the eye area and a tentacle appeared from the back of the helmet. They were still in their ODST BDU but their left hand was twisted and three claw-like appendages shot out from their wrist while the right hand had no visible changes, but the right hand with the fingerless gloves had a change. Where the fingers showed skin now showed nothing but biomass. All in all, it was a disturbing sight. Especially the tentacles coming out the cracked visors from supposedly where their eyes were located...or what remained of their eyes._

 _The ODST who was furiously pounding at the door was no doubt dead. He unleashed a barrage of bullets from his silenced SMG at his former squad mates as they slowly approached him like zombies. Bullets managed to hit an infected ODST's right arm and it completely detached. Romeo and Dutch stopped struggling to get the door open to watch the ODST now go up against his transformed twelve squad mates along with twelve infection forms who stayed back._

" _Eat lead you bastards!" The remaining ODST in the small room yelled in fury as held the trigger down and sprayed n' prayed, emptying the clip. The spray n' pray tactic seemed to work as eight of the twelve transformed ODSTs were hit in the chest area, falling down to the ground. But that seemed useless as eight infection forms replaced the dead infection forms in the chest, reanimating them. It horrified the remaining ODST in the room, Dutch, and Romeo._

 _Romeo went back to his efforts of opening the door. The ODST inside wouldn't survive. Dutch helped him as well._

" _The hell! Open up! You! God! Damn! Door!" Romeo furiously screamed as he attempted to open the door along with Dutch. When pulling the door wasn't working he pulled out his Sniper and the butt of his Sniper Rifle connected with the door viciously, leaving a larger dent after each hit. Dutch pulled out his ODST variant SMG and followed Romeo's tactic but to no avail. All it did was leave dents in the door._

 _They could hear the last ODST in the room yell as he unloaded another clip on the Flood, repeating the spray n' pray tactic. Again it proved effective as five more dropped lifeless but only to stand back up as five infection forms took their place. Romeo looked back to the glass and was horrified that more infection forms poured out the vent. The yellow mist covered the room and Romeo and Dutch's room._ _Romeo knew all hope was lost when a dozen of infection forms leaped at the lone ODST who had screamed as the twelve infection forms jumped at him. He was backed up against the wall so the unfortunate ODST couldn't escape. The ODST collapsed to the ground as the twelve infection forms piled onto him. The ODST's right hand wearing the fingerless gloves raised upward before staying there, unmoving._

" _It's too late." Romeo whispered in a horrified tone. "What the hell are these things Dutch!?" Romeo demanded._

" _I-I don't know. But we need to keep moving. We gotta regroup with Gunny. And hopefully the Master Chief._ _Now let's go." Dutch replied, more than determined to survive the shit hole._

 _And survive they did as the duo effectively went against hordes of Flood. They discovered that their weakness was the chest area so the focused fire at the chest area of a combat form whether they be Human or Brute. They copied the spray and pray tactic the ODST in the small room had used but against the infection forms as they pop in groups. Together they traveled across the Voi to Gunny's last known location which was nearby the Covenant AA gun. Fortunately, they were close to his position._

 _As they traveled they heard screams of pain and terror of Marines. But they kept moving as it was hopeless. Eventually, they met up with a squad of Marines._

" _Hey, Troopers! Over here!" The Marine called toward the two, waving to get their attention. The duo quickly rushed over to the squad of twelve Marines._

" _Marine! What the hell are these things!? I can't get into contact with Commander Keyes or my Sergeant!" Dutch demanded._

" _Don't know. Got radio contact with Miranda a while ago when that Covie ship crashed. She said about the Flood spreading all over the city. Talkin' about how to contain. They want to overload the engine core and blow up the entire city. We gotta keep moving." The Marine informed them._

" _What's your name Marine?" Dutch asked._

" _Private First Class_ _Nathan, Trooper." Nathan introduced himself._

" _Well I'm Dutch and He's Romeo. We been fightin' hordes of these Flood. The best way to kill the one we dubbed as Combat forms is the chest where the one we dubbed as infection forms are dug inside. Spray n' Pray works best on the infection forms, especially if they're clustered." Dutch informed the Marine._

" _Got it." The Marine nodded._

" _Where's your leader?" Dutch asked._

" _Right here." Answered a gruff voice behind the Marine. The Marine allowed the man to pass and meet the Troopers. "Master Sergeant Louis." The White Marine introduced._

" _This is Romeo and I'm Dutch. We're trying to get back to our team. Four of us separated." Dutch informed the Master Sergeant. The Master Sergeant looked at Romeo, giving him an odd look._

" _Don't talk much?" Louis asked._

" _...Not after what I just saw, sir." Romeo replied in a haunting voice._

" _What did you see?" Louis asked, studying the ODST. Romeo depolarized_ _his visor. His face looked like he was shaken up._

" _Nothing good, sir. The Flood. Best you shoot em' in the chest if it's a combat form. Best you spray n' pray with an automatic weapon on the infection forms, sir." Romeo replied_ _. "_ _They can bring OUR dead and THEIR dead back to life. And transform any of us into them."_

" _Hm..the usual shit, eh?" Louis darkly chuckled before bellowing, "MARINES! LET'S MOVE!"_

 _And so the two ODSTs and twelve Marines traveled hastily across the landscape. Yellow mist filled the air but it didn't seem to affect anyone. They all remained vigilant for anything unexpected._

 _Eventually, they stumbled across a ten foot metal fence. They all grimaced at the sigh beyond the gate. Limbs, Human and Brute, were littered across the floor with red and yellow blood._

" _Jesus." A Corporal whispered in horror at the sight. The Human arms and Legs were wearing Marine armor, confirming their suspicions._

" _A firefight occurred here not too recently." Dutch deduced as he observed the area. Up ahead of the limbs was a loading ramp with even more limbs of Human and Brute body parts. A sandbag area was up the ramp to the left. Looking past it, Dutch saw a building._

" _There's a building. We're at the Traxus Factory. Last I heard, my squad leader, Master Chief, and the Arbiter were here." Dutch recalled._

" _The Master Chief? THE Master Chief?" A Private exclaimed in shock._

" _Yes, the Spartan. Spartan-117." Dutch replied. Bringing out a C12 charge from his rucksack, he placed it on the gate and armed it._

" _We're going loud boys! Clear the way!" He shouted at the Marines and Romeo who immediately made themselves scarce. Dutch armed it for ten seconds before rushing back to a concrete roadblock in which Romeo was surprisingly taking cover behind. The other Marines took cover behind crates scattered around._

 _Dutch lifted three fingers and released one after each second. After one he was holding zero fingers._

 _ ***BOOM***_

 _Romeo and Dutch as well as the twelve Marines peeked behind their covers. Once the dust settled, there was a large gaping hole in the fence._

" _Let's move, Marines!" Master Sergeant Louis ordered before rushing into the gaping hole and came out the other side. The Marines and two ODSTs followed shortly after. Then-_

 _Flashback End…_

A female voice had broken him out of his Flashback. "Are you okay sir?" The voice asked, sounding genuinely worried for his well-being. Romeo realized that he was breathing heavily and he was sweating profusely just because of his flashback to the Voi.

' _This is get-getting out of control. I-I need to see a therapist but that's impossible. I need a UNSC therapist. I can't tell a therapist of what my problems are.'_ Romeo thought tiredly, his eyes remaining closed.

"Sir? Are you alright?" The female voice repeated. It was a sensual female voice if Romeo were to be honest. He heard her but he kept assuring himself.

' _Those_ _ **things**_ _aren't here. They're gone. Gone with the Ark.'_ Romeo assured himself and managed to control his breathing. After five seconds he reopened his eyes to look at the female voice that had broken him out of his Flashback. His jaw would've dropped to the floor if he wasn't having problems. The woman was wearing a simple dress with a skirt, revealing her toned legs. She was wearing black boots and Romeo looked up to see her face. She had Platinum-Blonde hair which was flowing in the wind and a beautiful face. He didn't find the strength to flirt. Not now. Those _**things**_ are going to show up in his nightmares tonight if he doesn't relax anytime soon.

"I-I'm fine. Thank you." Romeo lied brushed off her concern and looked straight into her Emerald Green eyes. However, the look she was giving him showed that she didn't believe him.

"Come on. I know something's wrong. Tell me your problems." The woman then proceeded to sit next to him on the once empty seat. Romeo sat upward and stared straight ahead instead of the beautiful woman. "Now tell me. What's wrong?"

' _You wouldn't understand. Hell, you would faint from the sheer terror of what I had to fight.'_ Romeo wanted to say.

"Yo-you wouldn't understand." Was all Romeo could say without revealing too much.

"Let's start of with names. Mkay?" The woman asked and Romeo reluctantly nodded. "Well, I'm Felicia Hardy and you are…?" She left it hanging for him to answer.

"...Kogo Agu but I like to go with my nickname Romeo." Romeo introduced himself.

"Interesting name." Felicia Hardy remarked with genuine interest. "Now I can sense something's wrong or something's bothering you. Care to explain, hmm?"

' _For starters I'm traumatized over a parasitic alien that consumes every sentient being in the galaxy.'_ Was what Romeo wanted to say.

Instead he replied with, "Nothing's bothering me. I'm fine." In his most convincing voice. But even an Orbital Drop Shock Trooper can't fool Felicia Hardy...which is kind of embarrassing.

"Don't lie to me." Felecia gave him a stern look when Romeo faced her. Her features softened. "Please, talk to me. At least get it off your chest to help you." She pleaded.

Sighing in defeat, Romeo looked at her pleadingly. But maybe she was right.

"So, you a fan of our U.S military? A supporter of the United States Marine Corp?" Felicia asked, gesturing towards his shirt which was proudly showing ' _ **USMC'**_

Sighing once more, Romeo began. "To answer your question, I am in the Marine Corps. I'm not a supporter."

"Ooh!" Felicia said in awe as she payed close attention.

"Lance Corporal but my team's on leave as of right now. But we could get called in at any moment."

Felicia frowned upon hearing that.

"A... _recent_ mission has, uh, traumatized me as of recently."

Felicia payed close attention, her face showing concern. "What traumatized you?"

"On the mission, and I'm in the MARSOC in case you were wondering."

"MARSOC?" Felicia tilted her head in confusion.

"United States Marine Corp Special Operations Command." Romeo answered.

"Oh!" Felicia gave a nod of understanding and went on to pay attention more closely.

"As I said before, I was on a mission. And well, I'm in the MRR or Marine Raider Regiment. During this mission, I-I had to see a squad of Raider Marines get slaughtered brutally. It-it was just brutal. But I remained on the mission. They were already dead." Romeo said in a haunting voice, changing a few key details to make the story sound believable and similar to his real problem.

"I-I'm sorry to hear that." Felicia said regretfully, hanging her head low. "God bless their souls."

"I-I tried to help them." Romeo continued and Felicia payed at apt attention. "I could one of them shouting—screaming for help. I couldn't help them." Romeo closed his eyes and folded his hands.

' _OH GOD! GET IT OFF OF ME! OH GOD! PLEASE!'_ A Marine's voice yelled. He closed his eyes tighter and then the image of a Marine Combat form leaped at him in his mind with an inhumane growl.

Romeo gasped as he forced his eyes open and slammed into the back of the bench in hopes of avoiding the imaginary combat form. His right hand reached for his heart as he tried to calm himself down. He felt the rapid beating of his heart. It took two seconds to realize it was in his mind.

Felicia rushed over in alarm. "Are you okay?!"

Romeo took huge gulps of air through his mouth. Rapidly breathing in and out he looked at Felicia.

"I-I don't know." Romeo said between each gulp of air.

"Come on, I'll get you to a therapist. A trauma counselor." Felicia attempted to help him stand up but to no avail.

"Do—don't worry. I'll be just fine. I'll go—go find my own trauma counselor. Hopefully Sergeant Major can help—help me." Romeo said between his gulps of air.

"Sergeant Major? Isn't that the highest rank as enlisted?" Felicia asked as she successfully helped Romeo up from the bench. Not many people took notice of Romeo's predicament.

"Yeah. Good friends with him. He's...he's been through more than I have." Romeo replied.

"Want me to walk you to your car? No wait—what am I thinking! You can't drive!" Felicia realized.

"I'll...just be fine. What's the worse that could...happen on the road?" Romeo asked as he breathed in and out.

"You'll crash if you have another attack again!" Felicia pointed out.

"Uh...right. Yeah, I'll show—ugh. You to my car. Not a car. Motorcycle." Romeo corrected himself. He then pointed towards the parking lot. "Should be there. Trust me. It stands out the most."

"What do you mean-? Never mind. Come on. Lets go." Felicia helped the Marine to the parking lot. Along the way, people gave them strange looks but they payed no mind to that.

Eventually, they made it to the parking lot. And when Romeo said that his motorcycle stands out the most he wasn't lying. At first she thought he was showing off but then she realized he was being serious.

"That—ugh. One." Romeo pointed at the impressive ATV.

"Thi-this?!" Felicia exclaimed, stopping dead in her tracks.

"Why'd we stop?"

"That—are you serious?" Felicia exclaimed. "I've never seen an ATV like that before. It's impressive!"

' _Yeah. UNSC_ _M274 Mongoose. Ultra-Light ATV.'_ Romeo wanted to say. Instead of the standard Military Green color the Mongoose was colored Black and Yellow with the Yellow being stripes, making the ride look sick.

"You know, standing here ain't gonna get rid of my problems." Romeo lightly joked.

"Oh, right!" Felicia realized that she had stopped momentarily due to her surprise. She continued to help Romeo to the vehicle. Once they were at the vehicle Felicia asked, "Hand me the keys. I'll put it in."

"...No. I gotta do-" Romeo reached for the fingerprint scanner near the engine starter of the Mongoose. Romeo hissed in slight pain as the fingerprint scanner also checked his blood by using a small needle. Luckily, Felicia didn't notice. Felicia watched as Romeo scanned his fingerprint unknown to her.

"Uh, what are you doing?" Felicia asked.

"This!" Romeo finished. Immediately after finishing his sentence a robotic voice was heard from the ATV.

" _Identity Confirmed. Lance Corporal Kojo Agu A.K.A Romeo." The robotic male voice said before being replaced by a cheery, female voice._

" _Welcome back, Romeo."_ The female voice greeted.

' _Phew. For a second there I thought that was Cortana'_ Romeo thought in relief.

"Fingerprint scanner for your ATV?" Felicia concluded. "Too many thugs snooping around?"

"Uh huh." Romeo nodded in confirmation. He walked toward the trunk with some difficulty and opened it, revealing two UNSC designed motorcycle helmets painted to look like 2016's civilian helmets. He handed a Red painted UNSC motorcycle helmet to Felicia while grabbing his black helmet with a visor. However, his visor color resembles his ODST helmet. When he slammed the trunk closed he turned to Felicia who had already put on the helmet. Helmet laws in this reality are similar to the ones in his reality.

"You drive. I don't think I trust my self." Romeo said as his breathing becomes steadier and steadier each passing minute. He hopped onto the back seat.

"Alright, just show me where to turn." Felicia quietly snickered as she hopped onto the driver seat and gripped the handlebars. "You don't have a problem with a lady driving your motorcycle do you? Or your hands holding onto me?" Felicia teased with a small smile.

"Uh..."

* * *

 _Manhattan, New York_

John-117 or John Mendez Halsey as he was known as to the people of New York, was alone at a local Diner. Eating his meal in peace, Marconi salad, Rice and Spam, he took a bite out of his Rice and Spam. Placing down his fork on the plate, he brought his hands up to his chin. A thoughtful look replaced his stoic features. Of course, a man of his size and height received many stares but he simply ignored them. What was he thinking about?

' _The Human-Covenant war.'_ John thought. It didn't necessarily bring sadness or grief but instead brought weariness; tiredness. The Spartan II Commando went on suicide missions before the start of the with insurrectionists, but they were nothing compared to the missions he went on during the war. Most of his missions would be suicidal; 100% chance of dying, but he pushed through. Eliminating various Covenant troops ranging from Grunts, Elites, Jackals, Hunters, Brutes, and Drones. But here was, in a world of superheroes and super-villains. The Spartans were the UNSC's super-soldiers just like how Captain America was the United States' super-soldier back in World War II. Closing his eyes, his hands remained on his chin. On the outside he looked at peace; relaxed, but in actuality he was still tired. Almost 30 years of fighting aliens non-stop and near the end he had to fight parasitic aliens that consumes any sentient life. Of course, he was trained to handle situations in a calm manner. He may have almost infected by the flood on Installation-04 but he wasn't thanks to Cortana's help. The Flood only brought a miniscule sense of fear to him, what with the Gravemind and seeing Marines succumb to them, he pushed forward. He couldn't tell if he was Human or half human. He could tell that the ODSTs were still shaken up with their first encounter with The Flood. What normal UNSC soldier wouldn't? But John was no ordinary UNSC soldier. He was a product of intense years of training since the age of Six. Thanks to Senior Chief Petty Officer Franklin Mendez, he and the Spartan II's were trained the aspects of combat harder than a Marine would. Then they were subjected to the Spartan II augmentation procedure in which killed 30 and crippled 12, leaving 33 fresh and healthy augmented Spartans with John being on of them.

Shaking his head to discard those thoughts he continued eating along with continuing to ignore the stares of the people around him.

Eventually, John had finished his meal and left a tip. With Cortana's help, they acquired funds from many Criminal Organizations. Killing two birds with one stone. Though, eventually John would try and find a job and acquire money as would any other citizen.

Exiting the Diner, he stepped into the sidewalk where many New Yorkers were hustling around. Turning left, he began walking to the parking lot in which he had parked his Warthog. Along the way, New Yorkers bumped into him. They were about to snap at the man but when they got a good look of the man's face and height they kept their mouths shut. John was actually thankful for that.

In the medium sized parking lot, John discovered that finding his vehicle was easy. It stood out the most out of every other Sedan, SUV, and Truck in the parking lot. John hopped into the driver seat and scanned his finger print. He felt a small pinch as the fingerprint scanner extracted a bit of blood from his index finger. On the screen, it said ' _ **ACCESS GRANTED'**_ in large green letters. The Warthog's engine roared as it activated. John had disabled the computerized voice as it had annoyed him.

John eventually drove out of the parking lot and into the streets of New York filled with several Taxis, Trucks, and Sedans. Of course, pedestrians and drivers alike stared at the vehicle with awed expressions. If John wanted to drive in the vehicle he felt most comfortable in he realized he had to used to the stares. He hoped that people would become accustomed to his vehicle.

John, within twenty minutes, finally arrived at the residence in which the UNSC personnel shared. It was a large house personally constructed by Cortana. How people didn't notice the sentinels constructing the house, he didn't know. While entering his garage he caught a glimpse of a Mongoose parked to the side of the sidewalk. Remembering what Cortana said about parking to the side of the sidewalk, her exact words ' _Always park your car in the underground garage. Only use the sidewalk if you have a guest. Or a lady.'_ She had laughed. Driving his Warthog in the large Garage the garage door closed behind him and he waited until the elevator in the garage started. Suddenly, he felt the feeling of descending, indicating that the elevator had already started. In a few moments, John found himself in the underground carpool in which many UNSC vehicles were parked. Some Warthogs and Mongooses had custom paint jobs in case he or the ODSTs ever decide to use them. John preferred the Black and Yellow paint job of the Warthog as it looked more better in his opinion.

Eventually, John parked his Warthog next to the other Warthogs with the exact same paint job. Deactivating his Warthog with a fingerprint, he dismounted and went back to the Garage elevator. From there, the elevator ascended and eventually it was back in the large upper garage. Walking towards the door, he entered the residency. His enhanced hearing could hear faint voices.

"Look, Romeo. Just calm down. Breathe, soldier. Breathe!" Sergeant Avery Johnson's voice came from the living room. John quickened his pace as he walked to the living room.

"Calmly breathe in and out." A woman's voice said softly. John already entered the living room, finding Rookie, Buck, Dutch, Johnson, Romeo and a beautiful woman with Platinum-blonde hair.

"What's going on?" John asked Johnson. Johnson was attempting to calm Romeo who was sitting on the couch breathing heavily. The beautiful woman looked towards him and her expression turned into one of awe.

"Whoa, big dude!" The woman exclaimed in surprise. John could tell that she was surprised by his height and size. "And I thought that guy looked like Nathan Fillion but you take the cake." She muttered while pointing at Buck.

"Everyone I meet says I look like Nathan goddamn Fillion." Buck threw his hands in the air exasperatedly. John was about to repeat his question but Dutch beat him to it.

"Romeo is suffering from PTSD." Dutch answered as he looked at Romeo with concern.

Rookie approached John and quietly told him, "Back in Voi, Kenya. Remember when that _Flood_ infested ship crashed? It's traumatized Romeo."

John nodded in understanding. He looked towards Romeo with a frown.

"Just peachy, Chief." Romeo smiled while making an 'O' with his index finger and thumb.

"No, Trooper. You're not." Johnson sternly stated.

"This isn't as worse as the punctured lung I got." Romeo said as he pointed as his lung.

"Your lung was punctured?!" Felicia exclaimed with wide eyes.

"Romeo!" Johnson hissed at the ODST. He was revealing too much.

"Calm down. I'll be fine. The pretty lady should leave instead of watching over me." Romeo announced causing Felicia to frown. "You got better things to do than watch a Marine deal with PTSD?"

Felicia sighed, "Fine I'll leave. But I don't exactly have a ride home." Felicia would have donned her Black Cat gear but she didn't have them at the moment. It's not like she could wear them under her clothes like Peter Parker does with his Spider-Man suit.

"Rookie!" Johnson called while trying to help Romeo maintain control of his breathing.

"Yes, sir?" Rookie replied, awaiting orders.

"Take this fine lady home. Take the ATV." Johnson ordered, making sure he didn't reveal the name of the ATV.

"Yes, sir." Rookie obediently replied and approached the front door. "Let's go, Ms. Hardy."

"Goodbye, Romeo." Felicia reluctantly exited the house with Rookie following shortly after.

Johnson stared at the door in which Felicia and Rookie had exited. He waited until he heard the roar of the Mongoose's engine before he turned at look at Romeo. Once the sound of the engine became fainter as it drove away from the household he knelled in front of Romeo.

"Now that she's gone. Romeo, tell me. I know _The Flood_ is bothering you. Tell me what you saw." Johnson said.

"It's...those _Infection Forms_ , Sarge. And those... _Transformed Marines_. Sarge. You don't understand. I had to watch a squad of ODSTs AND Marines get transformed into those... _things._ Now I'm having nightmares about _The_ _Flood_ every night and it ain't stopping."Romeo explained.

"It's that bad, huh?" Buck questioned with a look of concern.

Dutch sighed, "Romeo, we need to get your mind of those... _things._ "

"Your right." Romeo nodded in agreement. "I can't trust myself. This is the first time I ever experienced this."

John frowned at the scene. "Did you inform the Commander or Cortana?" He asked Johnson.

"Not yet," Johnson sighed. "might want to tell em' now."s

John nodded and proceeded to bring out a UNSC COM. Bringing the object close to his ear he lightly pressed the button. After a few moments he heard the cheery voice of Cortana.

"John? To what do I owe this unexpected call?" Cortana greeted with a cheery voice. John could practically hear her smile.

"Nothing good." John replied with a stoic expression.

"What's wrong?" Cortana asked, her cheery voice replaced with a worried one.

"Romeo's suffering from PTSD. He recently had his first attack." John plainly answered. Out of the corner of his eye he spotted Romeo trying to control his breathing with the help of Johnson.

"...Send him up. Now." Cortana ordered in a serious tone. Her smile had faltered, John could guess.

"Copy." John nodded, knowing Cortana couldn't see it. Disconnecting, he removed the COM out of his ear and placed it in the pocket of his jeans. He turned to look at Romeo and Johnson while Buck and Dutch watched.

"Cortana says to send Romeo and up now. Johnson, you should take Romeo. I'll come along. I need some things to do." John informed them.

"Roger that, Chief." Johnson nodded before supporting Romeo up who was still breathing heavily. John walked towards the two and stood next to them.

"See you guys." Romeo weakly bid farewell with a smile before a blue light consumed Johnson, John and Romeo.

Dutch and Buck stared at the spot where John, Johnson, and Romeo once occupied.

"Romeo was affected that bad?" Buck asked Dutch. Dutch gazed at the spot where Romeo once occupied before he was consumed by a blue light.

"It's that bad. Even I was affected, but not as bad as Romeo was." Dutch replied as he shifted his gaze towards his team leader.

"...Wanna go for a drink?" Buck asked as he made his way to the garage. Dutch followed shortly after.

"Yeah."

* * *

 _New York, Manhattan_

The Mongoose operated by the Rookie came to a halt once the light turned red. His passenger, Felicia Hardy, hung on by clinging onto his torso. Both had helmets on as per law.

"...And your a Marine too? A raider?"

' _Helljumper.'_ Rookie wanted to correct but instead replied with a, "Yeah. Buck, Dutch, Romeo and I were placed in the same squad. We were... _replacements_ for the previous Marines as they were KIA."

' _That's true. Except the part where I'm a U.S Marine.'_ Rookie thought with a smirk.

"And your name's Rookie? That's it? Just Rookie?" Felicia inquired as they watied patiently for the light to turn green. She was in awe of the group of people she had met. Apparently, they still serve for the U.S and are on leave, but they could get called into action at any given moment.

"My team like's to call me Rookie. I'm their newest member you could say," The Lance Corporal ODST replied.

"...Where did you get that scar on your right eye?" Felicia asked curiously even though she won't like the answer.

Rookie grunted in annoyance. "Are you going to ask questions for the remainder of the ride?"

"I dunno." Felicia shrugged but remained her grip on his torso. "Just curious. Or is it...personal?" Felicia used her hands that were holding onto his torso and began to trace his abdomen causing Rookie to frown.

"...What I've fought is something nobody should. _Anybody._ " Rookie mysteriously replied as he gazed upward and saw that the light turned green. The car in front drove forward and Rookie followed.

"Next left." Felicia simply said and Rookie switched lanes. "Now are you going to answer my question?"

"Didn't curiosity kill the _cat_?" Rookie asked himself under breath.

"I'm sorry? I couldn't hear you." Felicia said.

"I said I got this scar from a close quarters combat with an enemy soldier." Rookie finally answered her question.

"Really?" Felicia asked incredulously.

"Yes." Rookie quietly grunted in annoyance. When he was first introduced to Felicia Hardy by Romeo he realized that her name was familiar. After a moment of digging into his memories, Rookie came across a memory. In that memory, Cortana had went on to describe a former thief 'Black Cat' and her real identity was Felicia Hardy. From the information provided by Cortana, Rookie discovered that Felicia was one of Spider-Man's previous lovers before settling with Mary Jane Watson. Apparently, Spider-Man had somehow convinced her to reform into a hero. She may not be dealing with the big problems like Spider-Man and the Avengers do but she does street crime with her agency ' _Cat's Eye'_

Rookie stepped on the brakes as a car in front of his lane stopped, waiting for the red light to be replaced with a bright green light. Rookie looked over his shoulder to look at Felicia. She looked right back through the visor of her helmet.

"My real name, Nate Stacker." Rookie finally revealed his real name.

"Oh," Felicia blinked. "Well nice to meet you Nate Stacker." Felicia flashed a smile under her helmet in which Rookie faintly saw.

"Yeah, trust me. You don't want to know what I've been through. How many I killed." Rookie said darkly as he returned to gaze at the green Sedan in front of the Mongoose with the license plate ' _LUV2KILL'_

' _Hmm. Weird license plate.'_ Rookie thought as he waited for the light to turn green.

"...And how many have you killed, exactly?" Felicia asked uneasily yet curious. Rookie turned to look at her once more.

" _Enough bastards that I can even count."_ Rookie answered in a dark tone before focusing on the road and realized the light had turned green. He pushed on the gas pedal and turned left as Felicia said.

"Oh." Felicia blinked in surprise and felt a shiver run up her spine at how he practically hissed those words.

' _This guy some sort of Frank Castle?'_ Felicia wondered. Rookie continued down the road and eventually he pulled up to the Cat's Eye building. Rookie looked behind him and noticed that Felicia had been silent the whole ride. He could tell she was lost in thought.

"Is this it?" Rookie asked Felicia. His voice had broken her out of her thoughts.

"Yeah. Yeah. This is it." Felicia nodded dumbly, as if in a daze. Once she regained her senses she realized they were in front of the Cat's Eye building. Her eyes went wide in surprise. "Wait, how did you know…?"

"I did my _research._ " Rookie shrugged as he remained on the UNSC vehicle while looking at Felicia. "Nice meeting you Ms. Hardy. Have a good day." Rookie bid farewell in a neutral tone before racing off into the distance to god knows where, leaving Felicia to stand on the sidewalk dumbly.

"You too." Felicia weakly mumbled before spinning around and walked inside Cat's Eye.

* * *

 _UNSC Frigate Forward Unto Dawn…_

LMDs disguised as Marines and crewmen hustled around the once empty ship. Sentinels brought by Green also hustled in the air, reporting to their duties to maintain the ship. Repairmen tinkered or repaired UNSC vehicles as well as Covenant vehicles. Marines carrying crates were tasked to place them down to their desired location. Sentinels in the air repaired the aircraft that were being held by robotic arms while others repaired or cleaned high places.

John, Romeo, Johnson, Cortana, and Miranda Keyes were in a private room where nothing could bother them. They were tasked into helping Romeo overcome PTSD.

"Romeo, I know what the _Flood_ is like. I know." Johnson calmly said. "I had my fair share of experiences. I watched as my men were transformed into those freaks. But me?" Johnson began but was cut off.

"You're immune. I know." Romeo rolled his eyes. "And why am I having this session. I'm fine." Romeo said in his most convincing voice.

"No, no you are not. What if you have an attack in combat?" Cortana told Romeo in a stern tone.

"Trust me. It won't bother me anymore." Romeo replied bitterly.

"Then why do you say you having nightmares about it? If we don't do this session then your going to keep having those nightmares." Miranda explained as she looked at the ODST with a frown.

"Now let's start." Cortana began.

"Let's not. I have a date to get to. Sooo, see ya!" Romeo lied as he attempted to stand up from the bed he was lying on but an arm stopped him.

"Your not going anywhere Trooper." Johnson growled, giving the Trooper a hard stare. "Lie down. That's an order, son."

Sighing, Romeo followed his orders and laid down on the bed. He closed his eyes, waiting.

"Kenya, Voi. Describe it." Cortana demanded.

"Well, I was fighting the Brutes, Grunts, Ja-"

"The Voi. Traxus Factory. After _they_ arrived." Cortana clarified as she gave Romeo a mean look.

"Fine." Romeo drawled out a sigh. "Dutch and I were with a squad of ODSTs. Thirteen ODSTs. We were separated from Gunny. _Flood_ infested ship crashes, blah, blah, blah. We weren't that far from Gunny's last known position before our COMMS stopped working. Dutch and I were ahead of the squad inside a building. Like somethin' out of a horror movie. A door locks behind us in the building, separating Dutch and I from the ODST squad. I look through the small window and saw the ODSTs inside draw out their weapons, confused." Romeo went on.

"Uh huh. Go on." Cortana urged for him to continue while Johnson, John, and Miranda listend.

Romeo gulped before continuing. "W-well after some time the _Infection Forms_ dropped in from the vent in the room the ODSTs were trapped in. All hell broke loose. They were screaming to ' _Get it off!'_ and pleaded for god. D-Dutch and I watched helplessly through the glass. The ODST near the door pounded on the window with his fists, his screams for help were muffled. Me and Dutch did everything we could to get the door open. Using the but of our weapons, pulling hard…nothing. We watched the ODSTs get transformed into those pieces of shit. I-I keep on havin' the same dream over and over gain'."

"You couldn't do anything. At least you tried. We lose men everyday in the war." Cortana remarked.

"Yeah, that's what scares me—well a quarter of what scares me: being helpless; useless. But mostly traumatized over seeing the ODSTs painfully transform into those... _freaks._ Tentacles coming out of their visor, from their eye sockets. Then a small tentacle from the back of their head. It...it was gross. The most disgusting shit I've ever seen in my ODST career." Romeo described, shutting his eyes tight. He began breathing heavily. The images of the infected ODSTs popped into his mind. But the image of an infected Marine scared him the most. The twisted head, the face of sheer terror forever etched onto the former Marine's face.

"First off Romeo," Miranda began. "you need to realize that you couldn't do anything. Was it a UNSC door or a civilian door?"

"UNSC." Romeo answered as he remembered seeing the UNSC logo on the door.

"Then you couldn't do anything," Cortana chirped. "UNSC doors lock when malfunctioning or lose power. When the infested ship crashed I would assume some power would've been knocked out. Opening the UNSC doors would be nearly impossible."

"It's normal for you to have trauma in that situation." Johnson added somberly. "You are only _human_ after all."

* * *

After the session, Romeo had been showing small signs of recovery over the incident. John went to the simulation room in which Cortana had recently informed him about. Walking in, the UNSC legend was already decked in his Mark VI MJOLNIR armor along with a MA5C and M7 SMG. He was also equipped with two Incendiary Grenades used by the brutes and four Plasma Grenades. He was also equipped with a UNSC jetpack. He set up the simulation by going to the control panel and changed the setting to Manhattan. From there, he inputted his desired options in the training simulation. He decided he would be going up against the Sinister Six: Sandman, Green Goblin, Rhino, Shocker, Dr Octopus, and Venom. In the simulation room, he saw the landscape become Manhattan with buildings but with empty streets and zero pedestrians. Six LMDs appeared in the middle of street and suddenly they took on the forms of Sandman, Green Goblin, Rhino, Shocker, Dr Octopus, and Venom. They stood there motionless as hey awaited Chief's activation. Chief looked down on the control panel and set the simulation to start in 15 seconds. Once finished, he rushed into the room and stood in front of the Sinister Six. His weapons were filled with live ammunition. Bringing out his MA5C he heard the computer voice from the ceiling count.

" _5"_ John's grip on the MA5C become firm.

" _4"_ John's finger was deadly close to the trigger.

" _3"_ John breathed in and out.

" _2"_ John's eyes darted over to the top right of his HUD, reading his ammunition count. Reading it, he had 448 rounds for his Assault Rifle which created a total of 14 magazines as one magazine holds 32 bullets. For the SMG he read 600 rounds which created a total of 10 magazines as one magazine holds 60 rounds.

" _1"_ John prepared to dodge all their attacks.

" _Begin."_

The villains that were once motionless now activated and had one target: Master Chief.

Sandman converted his two hands into sand mallet hammers and attempted to hit Master Chief with them. Master Chief quickly dodged them despite the weight of his armor. Leaping backwards he saw a tentacle coming his way. He also saw a pumpkin bomb being hurled towards him. Activating his jetpack, he hovered in the air as the two dangerous objects sailed harmlessly under him. Thrusting forward, he began firing at Shocker first as he was the weakest of the group. Shocker tried to retaliate by firing a blast from his gauntlets but the bullets from Master Chief's MA5C had hit him first. Shocker dropped to the ground and transformed back into a destroyed LMD.

' _1 down. 5 to go.'_ Master Chief thought as he sailed over the villains. He used 14 rounds in the one clip in his MA5C, leaving 18 rounds left in the clip. Master Chief saw a chunk of sand fly through the air in an attempt to hit him. To avoid, he simply deactivated his jetpack and landed on the streets of Manhattan with a thud. The chunk of sand sailed overhead harmlessly and made contact with a building, cracking it. Quickly looking up, he saw Rhino charge him and Goblin fly towards him on his glider. Master Chief wisely chose to focus his fire on the glider, in which 9 bullets hit the glider out of the 18. Releasing the magazine and slamming in a fresh one, Master Chief saw that the Goblin's flight path was diverted away from him. The glider, with Green Goblin piloting it, was spinning uncontrollably while the goblin struggled to maintain control. Sparks were flying underneath the glider.

Meanwhile, Rhino charged at the Chief. Chief simply brought out one out of his two Incendiary grenades and hurled it at the charging Rhino. When the grenade made contact with the Rhino, fire spread all around the Rhino. The Incendiary grenade used by the brutes was not to be messed with. It's flames were hotter than any regular fire. Rhino flailed as he attempted to put out the flames but to no avail. Rhino simply fell on the street face first and transformed back to a burnt, destroyed LMD.

' _2 down. 4 to go.'_ Chief thought as he saw two tentacles and two sand fists come his way. With great reflexes, he dodged the objects that followed him. Master Chief struggled to dodge the two tentacles and two sand fists. Suddenly, Master Chief felt something pull him back and discovered it was Venom. His tongue slithered down his mouth as he looked at the Chief. Chief quickly stood up and slammed his last Incendiary grenade. Venom was affected immensely from the grenade, causing him to leap backwards in the air. Master Chief quickly escaped the fire, his shields being damaged from the incident. Spinning quickly, he raised his freshly loaded Assault Rifle and fired at the two tentacles approaching him. The tentacles were knocked off track a the bullets made impact. Master Chief took a quick glance at the ammo counter and saw that he was at 20 bullets. Master Chief quickly looked at his Shield counter and saw that it was half depleted. Deciding to find cover, he activated his jetpack and took the skies. Eventually, he landed on a building, losing the villains for the time being. He saw his shield meter slowly go from half to full. In five seconds, his shields were fully recharged. On his motion tracker, he saw a small red blip behind his yellow blip. Spinning around, he quickly took aim with his Assault Rifle and didn't hesitate to fire. Firing his twenty remaining bullets, the ammo counter showed zero. Releasing the mag, he quickly slammed in a new one. By the time he was done he saw Venom before him looking worse for wear. Soon, Venom dropped backwards and converted into a destroyed Shield LMD.

' _3 down. 3 to go.'_ Master Chief thought as he jumped off the building and plummeted down to the streets. Once he landed, slightly dropping his shields, he discovered that Dr. Octopus and Sandman were there waiting. They didn't hesitate to send their attacks at the Chief. Dr. Octopus sent his two tentacles at Chief while keeping his other two tentacles to maneuver himself on the ground. Sandman joined in by sending chunk after chunk of sand at Master Chief. Master Chief dodged most of the attacks but a chunk of sand and tentacle had hit him. The force from the impact sent him flying down ten feet down the street. Quickly standing up and attaching his MA5C to his back, he pulled out his SMG. He discovered that his shields were depleted by three quarters, leaving a quarter of his shield left. Master Chief scanned his surroundings and quickly found an alleyway. He rushed into the alleyway so that he can recharge his shields without any disruption. While in the alleyway, he peeked around the corner and saw Sandman and Octavius coming down the street quickly. By the time they were near him, Master Chief's shields were completely recharged. Seeing the perfect opportunity, he charged at the two while using one hand to hold his SMG. He pointed is SMG at Doctor Octopus and instantly squeezed the trigger. Dr Octopus didn't have the time to bring his extra arms up to deflect the bullets. Bullets pierced the doctor's chest and after a few moments, fell limp to the floor before converting back to a destroyed LMD. Master Chief quickly pulled out a Plasma Grenade, quickly activated it, and hurled it at the Sandman. He didn't have time to dodge the Grenade as the sticky Plasma Grenade was now stuck onto Sandman's chest. Shortly after, the grenade exploded and all that was left of Sandman was a glass figure of him. Soon the glass figure of Sandman converted back to a completely burnt and destroyed LMD.

' _5 down. 1 to go.'_ Master Chief thought. He searched his surroundings for the Green Goblin. No doubt the Goblin had fixed his glider as it only it it's minor areas instead of the key areas. Attaching his SMG to his thigh, he pulled out his MA5C as he found the rifle to be more accurate than the SMG in medium range.

He looked down the road and he finally saw the final target. Green Goblin was flying about 15 feet in the air with a grin on his face. The Goblin charged the Master Chief at full speed on his glider. While charging, he hurled multiple pumpkin bombs with one hand while using the other hand to hurl Pumpkin-arangs. Master Chief activated his jetpack to avoid the Pumpkin bombs but the Pumpkin-arangs were heat-seeking. Two Pumpkin-arangs managed to hit his jetpack as they turned around like a boomerang, damaging the equipment.

Master Chief's jetpack began malfunctioning as it was damaged. With the little air time he was given he aimed at the Green Goblin and fired. Unfortunately, they weren't able to hit the Green Goblin himself but after unloading his clip on the Goblin, the 32 bullets managed to hit key parts of the glider. Goblin spun out of control as he did previously but this time smoke came out of the glider. Eventually, Master Chief landed on the ground but the twelve Pumpkin-arangs Goblin had hurled at him were still seeking him. Meanwhile, Green Goblin crashed into the side of the building and fell on the side walk while Master Chief tried to destroy them. Taking out his SMG with his left hand, he dual-wielded the Assault Rifle and SMG. He quickly reloaded both weapons before he fired his Assault Rifle at six Pumpkin-arangs coming from one direction while he fired his SMG at the Pumpkin-arangs coming from the opposite direction. The SMG managed to hit and destroy three while the Assault Rifle managed to hit and destroy two, leaving seven Pumpkin-arangs in total with three on one side and four on the other. Chief made a quick decision. He quickly dropped his SMG and swiftly brought out his last Plasma Grenade, activated it, and dropped to the floor. The Pumpkin-arangs were very close and at the last second Chief leaped backwards. As he did, the Plasma grenade exploded, destroying the Pumpkin-arangs that were about to collide with each other. However, Chief didn't leap far back enough so his shields were damaged. His shields were now at three quarters, one quarter of it depleted. He frowned when he found the SMG destroyed but nonetheless used both hands to hold his MA5C. He looked up at the building twenty feet away and discovered that the glider had crashed into it. With quick speed, he dashed over to the crash site. Indeed, he found the Green Goblin who was in the middle of standing up. Chief swiftly brought up his Assault Rifle and unloaded a full clip, all bullets making its mark on the Green Goblin. The Green Goblin dropped down and was soon replaced by a destroyed Shield LMD.

' _All hostiles eliminated.'_ Master Chief thought.

" _Simulation complete."_ A female computerized voice said over the speakers. Suddenly, nighttime Manhattan flickered back to a room with white walls. Master Chief looked over the floors and saw that the LMDs had remained. Suddenly, the ceiling above opened and sentinels descended down to clean up the destroyed LMDs while replacing them with fresh deactivated ones. " _Time: 1 minute and 17.00 seconds."_

Master Chief gave a small smirk underneath his helmet. He watched as the sentinels gathered up the destroyed bits and pieces of the destroyed LMDs while others placed down new, fresh LMDs. Master Chief walked out the simulation room and went to change out of his armor.

* * *

 _New York, Manhattan…_

It just turned 1900 in New York. The sun was almost set and night almost took over. Rookie traveled on his Mongoose and found himself quite hungry. He saw a nearby Pizza Hut that looked packed. Deciding eat there, despite the many people, he parked is Mongoose in a parking lot that had very few cars. Using his fingerprint to deactivate the vehicle, he hopped off and proceeded to enter the establishment. Rookie was wearing the same shirt Romeo had worn. A military green shirt with the big, bold letters of _**'USMC'**_ proudly displayed. He was wearing woodland camo pants. The reason why he was wearing military clothing? To keep his story as a U.S Marine true.

Entering the doors, he was hit with the aroma of Pizza. The Restaurant was medium sized. People had already taken up most of the tables and booths but some were still vacant. Rookie patiently waited in line. After ten minutes, he finally had a chance to order.

"3 slices of Peperoni Pizza, please." Rookie kindly told the cashier. The cashier, a male with dark brown hair in his mid-twenties, gave a weird look, but nonetheless took his order.

"Alright, that'll be $6.75, sir."

Rookie nodded and gave him ten dollars instead of the $6.75 required, surprising the cashier.

"Keep the change." Rookie gave a small smile at the cashier. The cashier looked at him and gave a nod of appreciation before handing him the receipt. Rookie went off to stand and patiently wait for his order. He was annoyed that he had to hear the many conversations around him. Gossiping about the latest celebrities, superheroes, teenage girls, etc.

People gave him odd looks and some of them came up to him and asked the same question.

"Are you in the military?" They had all asked.

Rookie replied with, "Yes. Marines. MARSOC. Lance Corporal." Each time he replied he would sound more and more annoyed. Though he gave a small smile when they had thanked him for his service, even though he didn't actually serve but still…then they had asked him where he'd get that scar. He refused to tell them and they understood.

"Number 120!"

Rookie glanced down to his receipt and discovered that Number 120 was in fact his number. He approached the counter while muttering apologizes as he squeezed in through the many people blocking his way.

Finally, Rookie had reached the counter and said a quick ' _Thank you'_ before grabbing his tray with his three slices of Peperoni pizza. He surveyed the restaurant and noticed that the once vacant seats were now occupied by people.

"Where to sit, where to sit." Rookie muttered as he searched for a vacant table. After thoroughly scanning, he finally found a vacant booth. He quickly rushed to the table as he didn't want people taking his seat, earning odd looks from people. He had finally made it to the booth and without hesitation took a seat. From what he could guess, the booth can hold at least six people. And so, placing one hand to his temple and used his other hand to grab a slice, Rookie went on eat his meal in slight piece, he still received stares from many customers nearby.

 _Before Rookie's arrival…_

"So you guys recently met with that Spartan?"

"And ODSTs." Carol added.

"And ODSTs." Jennifer Walters nodded. "What the hell do you think those letters stand for anyway?"

"Don't know. I asked them that the exact same question. But they didn't give an answer." Carol replied.

"I haven't personally met them but...what's your opinion on them?" Susan Richards asked.

"What? The Spartan and those guys?" Carol asked and Susan nodded. Carol took a bite of her Peperoni pizza before giving her opinion. "Well, *gulp* I would say that they've been through a lot."

"And what makes you say that?" Jennifer Walters asked Carol curiously.

"They said they've been through a three decade war." 'Carol replied as she took another bite out of her pizza.

"So, are they from the future or something?" Jennifer questioned Carol.

"Don't think so. We haven't detected any Kang activity so that's out of the question." Carol muttered before she took a sip of her water.

"Didn't we invite Janet?" Susan asked the two of them.

"Yes." Carol and She-Hulk simultaneously answered before looking at each other.

"Okay..." Susan said cautiously.

"Don't know where she is. You gonna eat that?" Carol asked, pointing at Susan's untouched pizza.

"No. I already ate." Susan replied before Carol took her pizza and started eating it. Suddenly, a woman with short brown hair approached their table looking out of breath.

"He-hey guys...phew. Man. Why is this place suddenly packed?" Janet asked them while panting.

"What took you so long Janet?" Jennifer asked her while she took a bite out of her pizza.

"Nothing to worry about." Janet assured her before entering the vacant seat next to Susan Richards. "You guys order for me?"

"Yeah," Carol nodded. "We're waiting for it right now." Carol handed her the receipt.

"Thanks." Janet said gratefully before taking the receipt from Carol's hands. "Number 118, huh?" She mumbled as she viewed the receipt before tucking it away. "So, what's up?"

"Nothing much. Just came back from meeting the Spartan and ODSTs." Carol replied casually.

"What?!" Janet exclaimed in surprise. "What were they like? What do they look like? Are they good? Are they bad?" Janet asked a barrage of questions before Carol put her hand out to stop Janet from asking.

Once Carol was sure Janet would stop asking questions she answered with, "They're good, at least I hope they are. They say they wanna gain our trust. They brought back Spider-Man along with Octavius and Madame Hydra." Carol informed them.

"Wow," Janet breathed. "How did they track him down?"

"Who Spidey? Or Octopus?" Carol asked.

"Spidey."

"Dunno. They said that they have superior technology." Carol answered.

"Ah." Janet nodded.

Carol continued. "Then they said they fought a three decade war. They said they had-"

"A three decade war?!" Janet exclaimed. "Then they must be from the future. Is Kang-"

"No." Carol shook her head. "Not Kang."

"Okay. Go on."

"Well you got Alpha-1, their squad leader."

"Which one is Alpha-1?" Susan asked with curiosity.

"The one with a Communicator attached to the top of his right ear. I think it's Communicator but could be something else." Carol described Alpha-1.

"Uh huh. Go on," She-Hulk motioned for Carol to continue.

"Then you got Alpha-2. To sum it up, he's basically their squad's Spider-Man and Hawkeye mixed together. He's a trained sharpshooter if his Sniper Rifle is any indication. He's the one with that NV goggles attachment on top of his helmet and a blue colored chest plate." Carol described Alpha-2.

"Spider-Man and Hawkeye? That doesn't sound good..." Jennifer Walters muttered.

"Anyway, Alpha-3 is the big ODST. Not the Spartan but the big one. He has that bronze color and that paint job on his helmet. With the uh—shark teeth." Carol described Alpha-3.

"He's the big dude. The one that had that flamethrower when they basically dropped from the sky?" Janet wanted to double-check. Carol nodded. "Okay." Janet mumbled.

"Then you got...Alpha-4." Carol said a bit uneasily.

"What's wrong with Alpha-4?" Susan asked confused.

"Yeah what's wrong with him?" She-Hulk asked in an excited tone as she leaned in to hear more. "He one of those deranged people? Is he just plain crazy?"

"Alpha-4...is a bit silent and dark." Carol answered while scratching her head, completely forgetting about her pizza.

"Huh?" Janet, Jennifer, and Susan drawled out confused noises.

"He doesn't talk much but when he does he sounds...dark." Carol explained.

"What? Dark and brooding? Batman basically? Saying ' _I'm_ _Batman'_ in a deep but unnecessary voice?" Jennifer joked.

"No. Not like that." Carol shook her head, drawing out a small smile. She could hear Janet and Susan quietly snicker from Jennifer's comment. "He's reserve. Quiet. But he just says things so...darkly."

"Okay. Aren't there two other more?" Janet asked Carol.

"Yeah. Alpha-5. He reminds me of my Drill Instructor back in the Air Force. In fact, Spidey disrespected him and Alpha-5 forced Spidey to do 100 push-ups while constantly yelling in his ear." Carol laughed and so did Jennifer, Susan, and Janet.

"Spidey finally got what he deserved. Amen!" Jennifer exclaimed in relief.

"Heh. Always knew that mouth of his would get him into trouble." Janet snickered.

"Guess that's what happens you talk too much." Susan laughed.

"Alpha-5 even called Spider-Man a jackass." Carol laughed. The other three joined in shortly after. After a few moments they calmed themselves.

"Isn't there one more? The big dude? Wait...Spartan-117 right?" She-Hulk guessed.

"Yeah. Him. He's probably the one that scares me the most." Carol admitted while gazing at her half eaten pizza.

"How?" Susan asked, leaning forward in curiosity.

"Well, he's tall. About 7 feet high. He's wearing bulky, advanced, heavy armor. I bet that armor could weigh more than a car and I'm surprised he's able to move that fast with that kind of armor on." Carol went on.

"How are you sure?" Jennifer asked with mild curiosity.

"Every time he takes a step I could hear the surface cracking under his weight. He didn't crack it on the Helicarrier but still. I could practically hear how heavy that armor is."

"Definitely. And he doesn't talk much but when he does...he has that deep voice. A voice of tiredness. But a voice that holds more authority than Fury's. He sounded experienced." Carol described.

"And when they get to show their true selves to us?" Jennifer asked. "I know that if they want to gain our trust they have to reveal themselves."

"That's exactly what Fury said." Carol nodded. "But I don't know when. Fury just says they'll call him and then he'll call us. Probably not for a long time though, I guess."

"Number 118!"

"Welp, I'll go get my food. Be right back!" Janet finished with a singsong voice before she got up and left, leaving Carol, Susan, and Jennifer.

"Change of subjects," Jennifer began casually. "Where's that one guy you've been seein'?"

"One guy?" Susan repeated, confused. She then looked at Carol who looked like a deer caught in the headlights.

"O-O-One guy? W-what do you mean?" Carol asked nervously while unconsciously rubbing her elbow.

"You know." Jennifer smiled and wiggled her eyebrows.

"U-uh. I don't kn-know who your talking about." Carol denied in her most convincing voice possible.

"What was his name?" Jennifer asked as she looked up, searching through her memories for the name while tapping her chin.

"What was who's name?" Janet asked as she sat back down with a tray of 2 slices of pizza. She began munching.

"Oh, you know. This _guy_ that Carol's seeing." Jennifer smiled teasingly while looking at Carol. Janet choked once she heard that. Susan rushed to her side.

"Oh my! Are you okay?" Susan asked worriedly as she patted the woman's back as she choked on her pizza. Janet stopped choking, just swallowing the pizza.

"Ugh. Yeah. I'm fine." Janet reassured Susan before turning to look at Carol with an excited face. "Guy! Tell me his name! I'll look him up right now! I'll see if he has a Facebook!"

"There's no guy!" Carol denied in an annoyed tone. "There is no guy I'm seeing. Trust me."

"I think he was a...Marine. Wait a minute, he still is!" Jennifer corrected herself.

"A Marine? A United States Marine?" Susan asked with enthusiasm. She looked as excited as Jennifer and Janet. "What's his name?" She repeated Janet's question.

"Oh my god! Will you leave me alone with my love life!" Carol said exasperatedly as she clutched her head.

"Hey, it's you that told me he was cute. Not me." Jennifer defended herself before going on to tap her chin once more. "Now let's see...he was at his friends at In-N-Out. That's where you first saw him. I think...he had a scar running down his right eye down to his cheek. His seven foot tall friend was there, he's cool..." Jennifer drawled out a dreamy sigh as she remembered the seven foot tall man.

"Oh, so Jennifer has a crush too?" Janet asked excitedly. There was a glimmer in her eyes.

"I won't deny it." Jennifer said.

"So who is this man, Carol? He's a Marine right?" Susan interrogated Carol.

"Hmm..." Jennifer tapped her chin. She couldn't remember his name but she could remember how he looked. She overlooked Carol and her eyes went wide with surprise. Soon, an evil smile crossed her lips.

"Hey, Carol! Isn't that him!" Jennifer exclaimed as she excitedly pointed at the man sitting by himself at a booth. Carol, Susan, and Janet looked to where she was pointing.

Carol's eyes went wide with shock at the familiar man sitting at the booth.

* * *

 _ **A/N: Oh my god this took forever. As promised this was longer chapter. Happy New Year everyone! Here is my New Year gift to you all. Sorry couldn't get this out. Science project came up before break but here it is!**_

 _ **Questions:**_

 _ **ghostride3r220:**_ _ **Will we ever see more halo characters (like in other fics where the unsc infinity or some other ship like maybe even some covenant enter the marvel universe at a later date)?**_

 _ **A: Yes, we will. As you read, I gave of teaser of The Spirt of Fire.**_

 _ **Ghostrid3r220:**_ _ **Will the chief ever use the type of upgrades we see in halo 5?**_

 _ **A: Possibly, I'm not sure yet.**_

 _ **Ghostride3r220:**_ _ **Will buck ever be a spartan 4 and if not will you still have him meet fireteam Osiris at some point?**_

 _ **A: Basically, Buck is a Spartan IV with the Forerunner serum. Not sure about Fireteam Osiris, don't like them that much.**_

 _ **End**_

 _ **And HAPPY NEW YEAR!**_

 _ **I apologize for any Grammar mistakes or typos. I fixed some but I doubt I fixed all of them. Also I don't disrespect U.S military but I support them. They've sacrificed so much for us and I hope to do the same by enlisting in the Marines. But the ODSTs are apart of the UNSC Marines, they're like the special forces so I thought having the ODSTs being U.S Raider Marines would make sense since it's apart of MARSOC. Anyway, Happy New Year!**_


	7. Money or Meteors

_**A/N: I am sorry for the late update. School is really keeping me busy and I'd like to get straight A's, so I don't have much free-time. Actually, scratch that, that's BS. I spent the weekend playing various PC games. It's just...I really don't feel like updating stories. I'm not going to quit writing stories, it's that I write fanfics when I'm really bored or during the school week where my privileges are limited on the PC. Anyway, let's get on with the story and I hope to make each chapter better than the last one. As one of you mention, I tend to go on a tangent and I'm sorry for that and hope to rectify my mistake. I also hope to introduce some new Halo characters but they won't show up for a very, very, VERY long time. I don't see fit that they show up way too early. However, I plan to make this story go in a different direction than it's two predecessors Noble Spartans, Noble Heroes by free man writer (I hope he updates it) and Land of Heroes by Harbringer of Kaos (I also hope he updates it) I also plan to introduce the Flood to the Marvel Universe but that won't be until the very end because we all know that most of the MU would succumb to the Flood. I'm not too sure about it, but I have a rough sketch, err idea.**_

 _ **The next problem the Spartan, AI, ODSTs, Marine, Commander, and the UNSC modified LMDs will face will be the Symbiote invasion. (Web of Shadows)**_

 _ **I always found WOS interesting and I wanted to see how the occupants of the Forward Unto Dawn will fare against the Symbiote invasion plus S.H.I.E.L.D and the Avengers. The Avenger's lack of appearance, save for it's cameos on the billboards, in WOS is disappointing but understandable as it was solely based on Spider-Man. This arc will be appearing after the next chapter, so get ready!**_

 _ **Below will be a teaser to a new Halo villain that will not appear until a very long time in the Marvel Universe. But first, an angry review.**_

 _ **Also a response to a Guest's not-so-nice review.**_

 _ **Guest's Review: This is fucking awful, unfortunately I don't read shit and since this is the author can go shoot themselves.**_

 _ **My response: There are a lot of things in that sentence that I don't like. First, if you have very, very, very strict taste in fanfiction then I respect that. I'm a new writer, after all; inexperienced. But if you're going to just write an angry and rude review just to troll then I can deal with that...partially. But, what really ticks me off is that you told me to shoot myself. I'm very certain that you posted rude reviews on Freedom Guard's story G I Joe Halo (God rest his soul.) that really fucking pisses me off. Freedom Guard passed and yet you still write an angry fucking review. I'm not going to tell you to kill yourself because I know for a fact that some people take other people's advice (Trust me, I've wanted to kill myself for awhile until I found a goal in my life and a reason to live) but for god's sake rethink your actions and think of the consequences. If you don't like this story, fine by me. Telling me to kill myself? When there are others out there taking the same advice? (Unfortunately, life is messed up) What the fuck? Look at your reviews for GI Joe Halo (Or if that's not you but someone else. But I'm certain it's you since both have the same rude concept. Plus, it's Halo so you've been reading Halo fanfictions. By the way, if you're planning to read GI Joe Halo then below is a spoiler. Thanks to Guest. (I recommend reading it.)**_

 _ **Guest: What sort of dumb fucking plan was that, we will boobytrap one thing and leave the bullet casings with information on them because we couldn't be bothered removing it, just fucking shoot yourself.**_

 _ **(Again the same threat. What are you doing with your life?)**_

 _ **Guest (Same one): Completely unexpected, not, why is it always to predictable in most crossovers either the original enemy or a new one which is more dangerous it's so fucking repetitive, would it kill people to actually be original**_

 _ **Man, if you weren't being anonymous (Being Guest) it would have been more easier to track your IP just to scare you. I'm not one for threats but this...this is barbaric! Absolutely careless and extremely fucking rude.**_

 _ **Anyway, that's the end of my rant. Make sure to read the end author's note! I'm naming chapters, if you didn't notice, after various Halo things that are unrelated to what's happening in the chapter...or might be slightly related.**_

 _ **DISCLAIMER: I don't own Halo or Marvel. Their respective characters belong to Microsoft and Disney. I don't do this for money. Only for entertainment! I apologize for any grammar or spelling mistakes. I will fix them in the near future.**_

 _Unknown location…_

Unggoy, Jiralhanae, Sangheili, and Mgalekgolo rushed to their duties on this strange world. Both the Sangheili and Jiralhanae piloted most of the vehicles, but some Unggoy maneuvered Locusts and Ghosts. Their mass of troops along with their vehicles was an intimidating sight to say the least. Several Unggoys were being lead by either a Jiralhanae or Sangheili, as both are worthy of both leading the Grunts and keeping them in check. Some Grunts whimpered in fear while others grumbled in distaste and annoyance. The sounds of several Banshees flying overhead were deaf to ears. Four Scarabs were scattered across the dry desert, functioning at full capacity and its dangerous, frightening beam displayed brightly. Wraith tanks rolled across the sand, moving to who knows where.

One powerful and intimidating Brute looked over the terrifying sight. No, the Brute was not intimidated, but impressed and proud of himself. The Brute grinned to himself as he looked over _his_ army.

The Brute himself looked old and weary, but that didn't diminish his scary look. He was decked in various _trophies_ of his past victories and his thick armor. The most notable _trophy_ was that of a chest plate with the big, white, bold letters ' _UNSC'_ placed upon his abdomen.

The Brute closed his eyes and reminisced of his past victories. He was the first to defy the _Covenant,_ said empire was brought to an end, at least from what the Brute believes. Now, the Brute leads an army that could rival the humans and Covenant if both factions joined forces. Unlike most of the Brutes, the frightening Jiralhanae is more intelligent, creating battle plans and strategies to win the battle. Not only does he have excellent leader skills, but he also has extensive combat skills as well. If defeating and killing five human _Spartans,_ a whole battalion of Marines, two squads of ODSTs, and a whole outpost of Covenant soldiers single-handedly with just his fists and unique mace didn't show his expertise in combat…

A growl behind him brought him of his reminiscing, causing the Brute to turn around and meet another Brute.

Not just any other Brute, though. His second in command: Decimus.

"What do you want, Decimus?" The brute demanded in a strict tone. He narrowed his eyes at his second in command. "You are not to report here until the next three hours, so this better be worth my time."

"I bring fairly good news, Atriox." Decimus assured the now named Atriox. "In fact, this will benefit the Banished and it's allies." He smirked, knowing he had his leader's full attention.

"How so?" Atriox asked, a curious expression replacing his scowl. Anything that will benefit the Banished, his army, is worth looking into.

"The Mercenaries and our Brutes have reportedly discovered a chamber. We believe the chamber holds something that will help our empire grow in terms of expansion."

"Hmm," Atriox hummed, but it sounded more like a growl. The Brute slowly turned around to witness his army at work, exploring this new world that they had discovered to be called _The Ark._ Of course, there were humans settled here but nothing he or his army could handle. Actually, Atriox was surprised at the lack of humans on _The Ark,_ but shrugged it off and settled upon the strange world. "Are you fairly certain that your discovery will benefit us? Elaborate on how this _discovery_ ," Atriox stressed the world discovery as if he did not believe in Decimus, "will expand the Banished."

Decimus' smirk faltered slightly because he knew his leader did not believe in him, but it was understandable. All they had found on this strange, new world was some new power supplies and other useful resources, but nothing like a new weapon or vehicle. Decimus knew that Atriox hoped to find something worth putting to use for his army; hungry for more and more power. Decimus craved for that power as well. Thanks to some of the Sangheilis and Jiralhanaes more intelligent personnel, they were able to figure out Decimus' discovery and it's use via examination and translation. They relayed their rough but fairly accurate results to Decimus. He grinned from ear to ear once he had heard what they had possibly found.

"Yes, I am certain this will definitely benefit us and our allies." Decimus reassured before giving the aging Brute a feral grin. "Tell me, what do you know about dimensions?"

* * *

 _Marvel Universe…_

 _New York, Manhattan…_

"You'd think that a civilian life is more peaceful than that of an ODST in the Human-Covenant war." Rookie mused to himself as he took a bite of his pepperoni pizza. He savored the taste of the meal, definitely better than the MREs he's been served on night-ops. The ODST plopped his right elbow to the table and brought his right hand and placed it against his head, looking bored. He used his left hand to bring the pizza to his mouth and take a bite. The veteran repeated the same action over and over with nothing to do. He figured he could go back, but he also figured that Dutch and Buck would be gone, leaving him alone.

"Enjoying that pizza, trooper?" A gruff voice made itself known in front of him. He couldn't see the speaker since he was gazing upon the several people enjoying their meals, but he could sure as hell recognize it.

"Sarge," Rookie greeted without sparing a glance, "how'd you find me?"

"Eh, turns out Green's forerunner serum shenanigans or whatever that Tinkerbell put in us allowed us to track you. Basically, all of us have a literal tracking ship in our blood stream," Johnson explained. "Right Chief?"

Rookie's head never whipped so fast in his life. Sitting next to Johnson was the pale Spartan II: John-117 or the Master Chief. Rookie figured he would be training instead of tagging along with Johnson, though Rookie didn't mind the company.

"Huh, training too easy for you?" Rookie asked with a raised brow. John gave a ghost of smile before replying.

"Yeah, you could say that..."

Johnson glanced to his right and out of the corner of his eye he found a group of college girls eyeing John with curiosity. He caught one of them giggling. Johnson looked farther and spotted a group of four male adults giving the Spartan a strange look as they ate their meal.

"Must be annoying to stand out," Johnson remarked with smirk, his comment meant for John.

John knew what the Sergeant Major was talking about. As time went on, John became more and more comfortable with people, especially a group of people, stare at him. Yet, he still felt uncomfortable. He felt so out of place with the civilians. After all, he spent more time interacting with military personnel than civilians with the only interaction with civilians being missions. John gave a sigh of a mixture of annoyance and exhaustion, "You don't know the half of it..."

"How's Romeo doing?" Rookie asked the Sergeant, concern dancing in his dark eyes. The Sergeant looked straight at him and gave a small smile.

"He's doing good, all things considered," Johnson replied, "but he's still a bit shaken' up. Hell, I wouldn't blame him. Though, I'm confused as to who or what triggered his PTSD. I'd chalk it up as it being randomly triggered, but that's just my opinion. Facing against those parasitic bastards was a nightmare back on the first Halo. As much as I loved chewing Mendoza, he unfortunately became one of them."

"Considering with what happened to Keyes..." Johnson trailed off in uncertainty.

"We're lucky that it's a proto-gravemind. Though, Cortana and I met the Gravemind on Delta Halo and I could tell that the Flood were more powerful with a gravemind rather than a proto." said John,

"...You two going to order pizza or are you here to check up on me?" Rookie questioned the Marine and Spartan.

"Eh," Johnson shrugged, "Got nothing else to do. I would go for a smoke and some beer, but I'm still recovering from that killer hangover from a few days ago."

"Finished training," Chief replied in a plain tone. "Won't be here for too long. I know the vigilantes are more than capable of handling the criminals, but I think I'll suit up and go out."

"Just Chief's way of protecting humanity, even if it's not _our_ humanity." Johnson gave a side-smirk to the Spartan II, resulting in a low grunt from said super soldier.

Luckily, the multiple conversations taking place inside Pizza drowned out the current conversation that took place between the soldiers of the United Nations Space Command. All three were grateful for that.

Johnson gave Rookie a small smirk, "Must be pretty awful to have em' people looking right at your scar."

Inadvertently, Rookie reached to his face and used his index finger to trace the scar trailing down his right eye. He gave a small shudder as he felt a cold sensation hit his scar.

"Yes, yes it is." Rookie frowned in dismay. He still remembered when he received that scar, and it was a frightening experience. He felt that his ODST helmet would hide his scar, but he knew he couldn't wear it in public; common sense. "How's Miranda doing by the way?" Rookie asked, changing the subject.

"She's up there, if you know what I mean." Johnson replied cryptically. Rookie knew what he meant, and nodded. The ODST continued to eat his pizza in silence with the Spartan and Marine watching him intently, but Nate didn't mind.

"I assume you dropped off our _guest?_ " John stated, clasping his hands and bringing it up to his chin.

"Yes, you could say that..." Rookie replied without so much batting an eye in the Spartan's way.

"And what does that mean, exactly?" Johnson asked, a curious expression painted on his weary face.

Rookie paused for a moment before going on to explain. "Well, during the trip she got a little...intimate, if you will. She 'felt' me up, as these people say."

Johnson's curious expression was replaced by an amused one, chuckling softly. John looked bemused, snorting. Rookie joined in shortly after, offering a small smile before taking another bite of his pizza, closing his eyes to savor the taste.

' _Definitely better than those MREs.'_ Rookie silently expressed his feelings towards the meal.

 _Not too far away…_

"So he's the _one?_ " Susan asked with an interested look drawn on her perfect features, pointing at the three men sitting in a four seated booth, two seats on each side.

"I'm definitely sure." Jennifer nodded, much to Carol's embarrassment. The emerald Avenger gave a dreamy sigh as she stared at the tall, pale man sitting next to a dark skinned man.

"I'm guessing the tall one is one Jen's mind, huh?" Janet asked Carol, giving a coy smirk in the process.

"Yes!" Carol groaned, blushing as she covered her face with both of her hands.

"And your guy is the one with the black hair?" Susan asked yet again another question.

"YES-!"

"I'm impressed," Susan admitted, interrupting Carol's groan.

"Hey, maybe we should introduce ourselves to them!" Janet suggested ecstatically with a bright smile.

"They seem friendly, and I'd like to meet the two men that basically transported Jen and Carol to cloud nine." Susan agreed, throwing in a joke.

"I won't deny it, like I said before." Jennifer gave a grin, making her approval known.

"Carol?" Susan called to the blonde heroine. Said blonde was quickly finishing her pizza, much to the confusion and amusement of the three surrounding Avengers. Carol solely focused on finishing her food and getting out of here before steam could come out of her red ears.

"Aw, is the powerful, confident Ms. Marvel embarrassed?" Jennifer teased with a pout, eliciting a small chuckle from both Susan and Janet.

Carol actually stopped eating to look at Jennifer, giving her a cold glare. Jennifer wasn't really surprised, she enjoyed teasing the once confident Avenger.

"Aw, don't be such a sourpuss," Janet pouted cutely, Carol gave a grunt in response. "Pwetty Pwease, Carol?"

Carol didn't reply, but instead got out of the booth, grabbed her half eaten pizza, and stormed over to the trash can. The three super-heroines seated at the booth broke out laughing hysterically, causing heads to turn their way.

Carol contemplated leaving once she disposed of her half eaten meal, but she didn't want to look like a jackass in front of her friends. She also didn't want to look weak as well. So, begrudgingly, Carol returned to the booth, having to suffer the embarrassment.

"Come on, let's just say Hi. Nothing harmful about a little meet and greet," Susan encouraged the Human-Kree. "Besides," Susan gave a disappointed look at Carol. "I haven't had the chance to meet them, so does Janet."

"Yeah, please?" Janet pleaded with the cutest face she could create to further convince Carol. Carol closed her eyes and pinched the bridge of her nose in mild frustration, contemplating on whether or not to agree or leave. The blonde was tempted—very tempted—to leave; blow off her friends. But she thought it was rude to do so. Again, Carol gave a frustrated sigh and slowly nodded, opening her eyes to reveal blue orbs.

"Great!" The Wasp cheered victoriously. "I can't wait to see what they're like!"

Jennifer smirked while Susan gave a warm smile. Jennifer and Susan were the first to exit the booth with Janet and Carol following shortly, the latter mumbling harsh words.

The super-heroines abandoned their table in favor of meeting the three interesting men. The group had trouble making their way towards the table due to the abundance of people, but with She-Hulk in front the people immediately made way.

 _Back with John, Nate, and Avery…_

The three-man group of UNSC soldiers were unaware of their arriving visitors. Rookie and Johnson discussed various subjects, mostly involving the media. John remained relatively quiet, only speaking to add in his own input to the discussion. Johnson had tried coaxing the Spartan to talk, but he knew it was impossible.

"Any clue as to where Dutch and Buck are, Sarge? Since they didn't come with you guys, I'm assuming that they're someplace else." Rookie guessed logically.

"You'd be right," Johnson nodded. "And to answer that, both are at a bar. Gunny actually called before we joined you."

"Bar?" Rookie repeated. "So they're drinking?" He asked incredulously.

"Just let em' have their fun." Was the reply from the Sergeant Major. "God knows they need it," He quietly muttered.

"Ahem," A voice cleared it's throat. All three could correctly assume that it was a female due to how feminine it sounded. Rookie and Johnson however, thought the voice was familiar as they recognized it. So, the three veterans of a three decade war turned to look to the left/right of where they were positioned, greeted by the sight of a group of four women. The voice belonged to the tall, green skinned woman.

"Can we help you, Ms. Walters?" John asked after digging into his memories of his research along with Rookie and Johnson's meet n' greet with four women, though that group consisted of Wand Maximoff and Jessica Drew. Both were clearly not present from Chief's observations.

Said group of women looked taken aback from his cold, hard, and deep voice. They were more surprised when the tall man had correctly guessed Jennifer's name.

"I shouldn't be surprised," Jennifer was the first to break out of her shocked state. "I mean, everyone recognizes me from my green skin and height." She gave a coy grin aimed for John. The three women with Jennifer rolled their eyes. Chief grunted in annoyance, being eyed like a piece of meat.

"Ms. Danvers, Mrs. Van Dyne, Mrs. Richards, how can we help you?" John asked as politely as he could, having limited experience interacting with civilians when unrelated to his mission or task. The three were shocked right on the spot.

"How did you..." Susan Richards began, eyes wide evidently showing her surprise. Janet and Carol had a similar expression, but Janet had her jaw dropped to the floor. Jennifer looked impressed at John's knowledge, but surprised nonetheless.

"I did my homework," John offered a small smirk. It took several moments for all four women to shake themselves out of their shocked state. Janet was having more trouble than the rest, but she eventually got over it.

"I-I'm impressed," Carol admitted with a slight stutter when Rookie had looked at her. "You obviously have extensive knowledge,"

"I like to do research in my own time, Major Danvers." John replied in a respectful manner.

"...Wow." Both Jennifer and Carol breathed in awe, wondering what else this man might know about them.

"You mind if we sit with you?" Janet mumbled quietly, but the three men had heard her. The UNSC soldiers looked at one another, having a silent conversation with the nano-huragok.

' _Should we?'_ Rookie mentally sent to the two comrades in front of him.

' _I don't got a problem,'_ Johnson nodded, ' _Chief?'_

' _...I'll be leaving right now. I have some business to take care of,'_ John replied.

'Whatever _floats your boat, Chief.'_ Johnson said, respecting his decision. He knew the hell that Chief had went through, he went through that as well.

"Sure, you can take my seat." John offered, but Susan politely declined.

"No, no, it's fine. We'll bring up some chairs from the other table right there." Susan pointed to the nearby empty table with four chairs.

"No, I insist. I have some business to take care of anyway." He insisted. Johnson got out of the booth to allow Chief to exit before retaking his seat to the far left.

"It's nice to meet you all," John gave a friendly smile before extending his hand. "Even though you haven't introduced yourselves to me." He joked. "I'm John Mendez Halsey, but you can call me John."

"Nice to meet you John," They had said once they had a chance to shake his hand. They were surprised by how firm his grip is, but chalked it up as his time in the military thanks to information provided by Nate and Avery a few days ago. Of course, Susan and Janet didn't know this. John gave a friendly smile and wave as he left them, heading for the exit.

The super-heroines now focused on the two occupants at the booth.

"What are you waiting for, cupcakes?" Johnson smirked. "Gonna' take a seat or what?"

The four looked among themselves for a brief moment, seeming to have a silent conversation. All four nodded and Janet decided to sit next to the dark skinned man while Susan went to the nearby empty table she had previously pointed out and grabbed two chairs. Carol was about to grab a seat of her own, refusing to sit next to Nate due to her embarrassment, but a green hand pushed her into the seat. Carol blushed and glared at Jen. The emerald beauty gave an innocent smile before taking a chair from Susan and setting it down along the tiled floor.

Rookie, or Nate Stacker, raised an eyebrow of both confusion and interest when Carol Danvers had been physically forced to sit next to him, but brushed it off as nothing but two friends goofing off.

Jennifer plopped her elbows on the table, clasped her hands, and brought it up to her chin. She seemed to be thinking of what to ask, but Susan beat her to it.

"So, I don't think we had a proper chance of introduction," Susan gave a warm smile. "As you may know, I'm Susan Richards."

"And I'm Janet Van Dyne, but you already know that." Janet chimed in cheerfully.

"Nice to _formally_ meet you two," Rookie chuckled as did the two women who introduced themselves. "I'm Nate Stacker, but you can call me Nate or Rookie. Whichever you prefer," Rookie shrugged carelessly.

The women then focused on the weary but clearly experienced man next to Janet. Jennifer and Carol didn't pay as much attention as they had already met the man, but Susan and Janet gave him their full attention.

"My name's Avery Johnson, but you can call me Johnson." He introduced himself. He scratched an itch that appeared above his eyebrow before giving a small smile.

Susan and Janet nodded. The Wasp decided to ask the next question, beating She-Hulk to it, causing frustration to well up in She-Hulk.

Janet looked at Nate and asked, "Why do you prefer to be called Rookie? Is it a nickname or..." She trailed off, waiting for Nate or Rookie to answer.

"Well," He shrugged. "I guess my squad sort of named me Rookie and it stuck. I was the newest addition, so that's why I'm called Rookie."

"That's interesting," Said Janet, rubbing her chin thoughtfully. She looked at his upper appearance and finally noticed the dark green shirt with the large, bold letters ' _ **USMC'**_

' _Of course, how could I forget?'_ Janet mentally slammed her head on the wall, feeling stupid for forgetting such an obvious and important information.

"I assume your in the Marine Corps?" She inquired, closely examining the shirt. "Carol and Jen mentioned that."

Susan payed attention to Rookie, genuinely interested. It's not everyday you get to meet a Marine while being a superhero.

"Yes, I am." Rookie half-lied, knowing that he was an ODST. Being an ODST meant being considered a leatherneck since the ODSTs were apart of the Marine branch, but only tougher, meaner, and more elite. He took pride in being an ODST. "Lance Corporal, and Johnson here is our Sergeant. Sergeant Major to be precise."

"Sergeant Major?" Janet exclaimed with obvious disbelief. "Isn't that a high rank?"

"Yes, it is," Johnson nodded with a tired smile. "Not only did I have to lead the squad Rookie is apart of but I had to lead other squads, teams, and battalions as well. Part of the job title of being a Sergeant Major."

"Impressive, but I outrank you." Carol smirked, drawing a hearty laugh from the Sarge.

"HA! That may be true, but as I recall, you are formal Major Danvers. _I'm_ still _on_ active duty."

"Sarge boosts the morale as well if that changes your opinion." Rookie both offered and complimented the Sergeant. Rookie looked down upon his crumbs of his three finished slices of pizza.

"You're right in that regard," Johnson chuckled with Carol joining in.

"Excuse me, I need to use the restroom." Rookie politely excused himself.

"Sure, sure." Carol blushed with a small stutter, scooting herself out of the booth so that Rookie had a chance to go to the restroom.

"Thanks," He said once he had fully removed himself from the booth before leaving to the restroom.

Out of the corner of her eye, Carol spotted Jen giving her a teasing smirk when she sat down. The blonde retaliated by offering a hard stare at the emerald amazon, however this did not deter She-Hulk.

"Wait, wait, wait," Janet interjected in a moment of confusion. "What's the difference between a Sergeant Major and a Major? I'm kind of confused, and I apologize if I don't know anything about the military. Fashion designer and all." She flushed with a sheepish smile.

"Well," Johnson began explaining, saving Carol her breath, "A Sergeant Major, like myself, is an E-9. A Major is an O-4."

"The difference, besides the letter and number difference?" Janet asked, still confused.

Carol decided to elaborate for Johnson, something he was grateful for. "The E in E-9 stands for enlisted. The O in O-4 means officer. There's a difference between an officer and an enlisted. I'm fairly certain that any rank above Sergeant would mean some form of leadership while all officers need leadership skills."

"Oh, okay." Janet nodded, grasping the information she was given.

"From what I've heard from Carol and Jennifer, you and Rookie are in the Marine Corps, correct?" Susan asked to make sure it was true.

"Yes, it's true." He nodded. "Though, Rookie and his squad are apart of MARSOC or a special operations force for the Marine Corps. Even if he is apart of the MARSOC, I still lead them since I have more experience and outrank them. Plus," Johnson started to chuckle. "I can make em' do all the grunt work since they're low ranks, besides Gunny that is."

"Gunny?" Janet repeated in the midst of her confusion.

"Rookie's squad is lead by their Gunnery Sergeant, Edward Buck. Gunny is short for Gunnery Sergeant." He explained to the fashion designer.

"Oh," She nodded in understanding. "That makes sense."

"I've been meaning to ask," Jennifer finally had the chance to speak, growling in annoyance. Everyone at the booth now payed attention to Jennifer. "Why did John leave? It seemed a bit off that he'd leave once we came here."

The others looked towards Johnson, curious as well. They never really thought about it and now that Jennifer mentioned it they too wondered why he left.

Johnson didn't hesitate to express his concerns. A somber look grew on his face, causing a small amount of worry to well up in all of the four powerful women.

Finally, Johnson was able to answer the question. "Me and John have been good friends despite being in different branches. Actually, he's went through more than any of us. War does that to you..."

"What happened?" Carol asked, frowning at the information she, along with the others, were given. "If you don't mind me asking."

Avery Johnson stared ahead, locking eyes with Carol. "It's not my story to tell. But know this," He leaned closer and glanced at the three other women situated around the table. "He's went through hell and back again, again, and again. I'd rather not force him to stay, old habits die hard." He finished, knowing that Chief is still uncomfortable with interacting with civilians outside of his work.

Jennifer looked down upon her lap to be greeted by the fabric of her short skirt. A thoughtful look appeared on her face. After a few short moments Jen brought her gaze up. A mischievous smirk had knocked off her thoughtful expression. She looked at the Sergeant and was about to ask a question, but it seemed as if Johnson had some form of superpower.

"If your wondering on how to ask John out and all that jazz," He deadpanned. "You'll have better luck convincing Target to lower their prices. But trust me, it's nearly impossible with what's going on in the little shell-head."

"How did you-?"

A smirk immediately appeared on Johnson's face with malicious intent.

"Oh, please," He brushed off her surprise with a wave of a hand. He leaned more closely with Carol, Susan, and Janet watching in interest. " _I know what the ladies like."_ The leatherneck recited.

* * *

 _With the Master Chief…_

John-117 reached from one building to another with the assist of his jetpack. Cortana had joined him as she knew he could use someone to talk to. She definitely didn't like the expression he had when he had returned.

Luckily, the jetpack was one of the more stealthier models. The UNSC jetpack was more quieter when activated, John surmised. He was impressed. John certainly didn't know that there were more models to the SOLA, especially models designated for a specific op.

John was equipped with an MA5C and BR55, both of course are loaded with TTR rounds. He had no intent on killing any criminals that may have the misfortune of running into him on one of his nightly patrols. Besides, John still felt uncomfortable when killing humans. Sure, it was his duty to protect humanity, Earth and her colonies, but before the Covenant war he had partook in missions involving the Insurrectionists.

John sighed as soon as he landed on yet again another rooftop.

" _Something the matter, John?"_ Was the concerned voice of Cortana.

"Nothing's wrong," He assured. John always appreciated Cortana's concerns, but he drove himself to remain on task. "Any crimes in the nearby vicinity?"

" _Initiating scan_ ," Cortana said. John patiently waited, and after several moments Cortana reported back. " _Woah_ ," She uttered in awe.

"What's wrong?" John frowned underneath his Mark VI helmet. Suddenly, multiple red NAV markers appeared on his HUD, surprising him. "Are these the crimes in progress?"

" _Yes,"_ Cortana answered with an awed voice. " _There's so many of them! I used both satellite images and the NYPD's radio, but I found most of them with the satellite alone."_

The Chief made his way to the edge of the rooftop and glared down onto the bright street filled with several vehicles. Pedestrians crossed the crosswalk while others trotted to their destination.

The Spartan II nodded without saying a word, satisfied with the answer. He brought his gaze up and stared at the red NAV marker on his HUD approximately 650 kilometers from his position. He did a quick 360 to see if there were any NAV markers placed any closer than 650 kilometers. Finding all NAV markers were farther than 650 kilometers, he prepared to leap to the next building.

A tired smile found it's way to his face beneath the helmet. "Let's get to work."

And so, the Chief raced to the NAV marker with the intent of putting a halt to the crime in progress. He was fortunate that people didn't bring their gazes upwards to see the Spartan II make his way from one building to the other with his jetpack. The sounds of honking, engines, and chatter had drowned out the Chief's not-so-quiet landings. Something the war hero was grateful of.

* * *

 _S.H.I.E.L.D Helicarrier…_

One eye stared out into the open abyss that is the sky. He shot a glare at it as if the clouds had taunted him. A low growl was produced in the throat, signs of exhaustion and determination plagued the face of Nick Fury.

"Try again, Hill." He growled the order, placing both hands behind his back. His hands briefly brushed the fabric that is his dark trench coat. Fury was restless; impatient. He needed more info on the ' _ODSTs_ ' and ' _Spartan,'_ it is his job to know everything after all.

"But sir-" Maria protested.

"I said run it again!" He repeated, a hint of challenge in his voice. The exhaustion and fatigue was getting to him. Veins had started showing on his bald head, glowing in frustration.

Fury was no fool. He knew an abbreviation when he saw one. ODST, he pondered. He mentally assessed the possibilities of what the abbreviation means. All the different answers he produced didn't make sense or they were ridiculous.

"Ah," A content sigh resonated from behind him. Nick Fury instantly knew who it was. He was getting more and more frustrated, and _he_ didn't help.

"Old eye-patch still working overtime?"

"What do you want, Stark?" Nick sighed, spinning on his heel to meet the rich boy. He wasn't surprised when Stark was equipped with his Iron Man armor. The director wasn't quite sure on what the armor was. God knows Stark has an army of armors at the ready, making it all the more confusing on as to which armor Tony Stark was wearing.

"Geez, has Christmas come early Ebenezer Scrooge?" Stark joked, a huge smirk plastered across his face.

"If you don't mind I'd like to get my work done." Nick said, briefly glancing at the working Maria along with a couple S.H.I.E.L.D agents.

"Please don't tell me your still trying to track the Spartans," Tony sighed, his smirk disappearing in an instance. The slightest bit of concern washed over the billionaire's face. "Do you really need to track them right now? Didn't they say they're going to plan a meeting by contacting you?"

Nick remained silent for a few moments. He really shouldn't be doing this, but it's for the best, he assured himself. It was like venturing through an unknown location; having more information would at least give Nick the confidence. But these strange individuals with tech that could easily surpass S.H.I.E.L.D's and Stark's were worth looking into. They could be another form of aliens preparing to invade Earth. Nick knew they've had enough of that already. But the idea was preposterous, unless they were being played by a skrull. Fury immediately abolished that idea, skrulls wouldn't be able to possess such technology.

"Nicky? Yoo-hoo? You there?" Stark called out, waving a hand in front of his face.

"Go home, Stark." Was the cold reply from Fury as he turned away, focusing on completing his task.

"Oh well," Tony shrugged before reequipping his face plate and spinning around to the exit through the elevator. "Your loss. I could have been great help, you know."

Nick scoffed and quietly said, "Yeah, sure you will."

Nick heard the clattering of Iron Man's boots hitting the floor of the elevator. Stark made an unintentional ' _bleep bloop'_ before the elevator began to ascend. Fury didn't have look over his shoulder to know that Stark was gone. He's had several visitors entering via elevator so he knew the old dance and music.

"Sir, I really think we should just put this off for another time." Maria tiredly suggested, exhaustion evident in her voice. Nick suddenly felt guilty for keeping his second in command for so long along with a couple other agents. He finally had the will to look up and was barraged by tired and exhausted faces. Fury never realized how long he had kept them awake.

Closing his only eye, Nick sighed shortly after. "You're dismissed. Retreat to your bunks, now. You'll need the sleep for tomorrow's work."

The agents that were present in the room along with Maria Hill released a breath of relief. Nick was met with grateful expressions and smiles.

"Yes, sir!" They all saluted before carrying the Director's order. They all piled out of the room like a bunch of ant workers.

Maria Hill was the very last one to leave. She looked over her shoulder, finding the Director staring into the dark sky that belonged to Manhattan.

"Good night, Director Fury." The second-in-command said in her most polite voice.

The director didn't spare a glance her way. Locking his hands behind his back, he continued to glare outside the large window. "Good night, agent Hill." He replied.

Maria nodded before officially making her exit, leaving the Director of S.H.I.E.L.D alone to his work.

Nick Fury gave a long, drawn out sigh. "...This is going to be a long—very long night."

* * *

 _Forward Unto Dawn…_

Miranda Keyes laid comfortably in her unique, reserved seat. Meaning only her, and her alone, is permitted to take the seat. Miranda had to give Green, the forerunner AI that tagged along, bringing his sentinels as well, some credit. He really knew how to pick out a seat. She felt like she was on cloud nine. Soft as a puffy white cloud and a recliner to go along with it's features. Her arms lazily hanged from the armrest, the most comfortable armrest she's ever felt. The UNSC commander was considering sleeping on the chair. A handful of Navy crewmen were working at a slow pace considering that there's nothing major occurring at this moment. They paid the commander no attention, doing their assigned tasks.

"Enjoying yourself, reclaimer?" The voice of Green brought her out of her peaceful moment.

Miranda didn't open her closed eyelids but answered nonetheless. "Gotta give you some credit. You sure know how to pick a chair."

"Of course," Green replied happily, taking the compliment to heart. "From the finest fabric. And the texture?"

Miranda proceeded to get a feel for the chair by slowly rubbing her hands on the armrest. Now that he mentioned it the texture was fantastic, smooth.

"O-Oh yeah," She sighed in content and opened her eyes, staring at the ceiling. "Never been relaxed in a long damn time," She commented.

"I'm glad that you have taken a shining to it," Green said cheerfully, his blinking Green light going unnoticed by the relaxed Miranda.

"I think I'll die from relaxation if I stay in this seat too much," Miranda joked with a smile, closing her eyes to enjoy the feeling.

"Certainly," Green replied in a jokingly manner. "I'd like to inform you that your AI construct and I are nearly complete integrating the Covenant, as you call them, into the Life Model Decoys."

Miranda's eyes quickly shot open and spun around on her chair to face the Forerunner AI. The chair could also spin 360°s, another feature that Keyes very much enjoyed.

Miranda felt conflicted by the information she was given. While they would have a variety of troops to choose from using the LMDs, the horrors of the three-decade war was fresh, and still is, in her mind. Not to mention that she'd been killed by spikes impacting her back, by the Prophet of Truth no less. The Covenant had slaughtered about over twenty billion humans, a fact that did not sit well with her.

"Reclaimer?"

Miranda was in deep thought, deciding on how she would use the Covenant. Should she deploy them as they are prepped, or deploy them in the most dire situations. After several moments of thinking, and ignoring Green's voice, she decided to wait and get everyone's opinion before making the choice.

"Excellent," Miranda's face brightened up. "How long do you think until we are able to deploy them?"

"I'd estimate about four to five days," Green answered truthfully, his green light blinking for every word. "Would you like to know the status of the _other_ project?"

"Yes, please." Miranda nodded, a hint of excitement drenched her face.

"As you wish," Green nodded his floating, sphere head. "Of course, due to the vehicle's mass and size we had to begin constructing it in the lower levels of the ship. At first, your AI informed you of the project taking three months or so, correct?"

"Yes," Miranda nodded. "That's correct."

"Ah, splendid!" Green cheered. "Back to the project, we had made the mistake of only using the Sentinels for construction. Cortana came up with the idea of using the LMDs to aid in our endeavors, significantly speeding up the construction speed, adding the Huragok-"

"Wait, wait, wait." Miranda interrupted, wide eyes and standing up from her seat. "You mean the Engineers? You brought them aboard? Why didn't you tell me—why didn't you tell us?!"

"My apologies, Reclaimer," Green apologized sincerely. "I have forgotten to mention that I had brought the Huragok onto the ship. The reason for your lack of encounter with the Huragok is because they are located in the lower levels of the ship. I can place some in the upper levels if you wish."

"Yes, you can do that." The navy commander nodded, making the Forerunner AI nod to show that he will carry out the request later. "Continue, please."

"As I had left off, the Huragok aiding had drastically increased the construction speed by one fifth, estimating completion time to about seventy two days or 2.4 months."

"Mhmm." Miranda hummed. "And if we deploy it, after it's completed of course, how will we get it back onto the ship? From Earth to the Dawn?"

"Hmm.." The AI frowned, though it did not show of course. "I haven't considered that, quite embarrassing if I do say so."

"Yeah, embarrassing." Miranda muttered while rolling her eyes.

"Your AI construct and I will search for solutions to the problem that you have presented to our project." He informed the commander.

Miranda frowned at the information. Guess you can't win em' all, she thought. Sitting back down, the commander still faced the monitor, staring into his bright, shimmering green light.

"Is it possible to beam it up to the ship once we deploy it?" Miranda inquired.

"Hmm," The AI hummed thoughtfully. "No, I'm afraid not. We can only beam up individuals. The only way of transporting any vehicles to the ship would require physical means such as your so called ' _pelican'_ "

"Great," Miranda groaned.

"Not all is lost yet," Green continued, beginning to orbit around the commander. Said commander paid no mind to his movement. "With the help of your construct we could find a possible solution. After all, I can't do everything by myself." He mused, spinning around to face the commander after he completed his final orbit.

Keyes remained silent for what seemed liked an eternity. She spun on her chair to be greeted by the sight of Earth in all its glory. Miranda still had a hard time processing that Africa was unscathed, back to it's undamaged form. Every single time she laid eyes on Earth she felt like she was back home. Back to her own dimension, back with the UNSC...and possibly her mother. But no, with no defense platforms scattered around Earth it was obvious that she wasn't back home, she was in an alternate dimension.

' _But it's not like I need the damn thing right now, right?'_

After a brief moment of contemplation she decided to wait until the project was complete then deal with the problem.

"Alright, we'll discuss this later. Preferably when it's complete." She spoke. "But if you can, please find any and all solutions beforehand."

Green nodded. "Yes, reclaimer."

* * *

 _New York City, Manhattan: Pizza Hut…_

Rookie, or Nate Stacker, had just finished using the restroom. He didn't need to relieve himself, but instead thoroughly washed his hands to remove all the pizza crumbs and grease.

Walking back to his designated booth Rookie still managed to catch a few people staring at him. Particularly his noticeable scar. He'd come to deal with it. However, after taking a second glance around him he saw a group of college girls pointing, one of their friends pointing at him, and giggling. This further annoyed the tired ODST.

Rookie finally returned to the booth and sat beside Carol. She had scooted over to the wall after his departure.

"Hey, Rookie." His Sergeant greeted casually.

Rookie adjusted his position a bit in favor for comfort. "'Miss anything while I was gone, Sarge?"

"No, I was just telling them about our life in the Marines and answering a _few_ questions." He replied, drawing a scoff out of Jennifer.

"Can you tell me anything about John?" She-Hulk finally managed to ask after Janet, Carol, and Susan finished firing a multitude of questions at the Sergeant Major.

"Geez, woman, can you stop hunting John like a fangirl chasing their idol?" Johnson said in a slightly aggravated voice, wearing a frown and brows furrowed.

"Is John in the Marines like you guys?" Janet asked in mild curiosity.

Johnson frowned but Rookie gave an amused expression. She-Hulk and Carol were about to answer her question and prove Janet wrong, remembering the other day, but…

"No," The UNSC Marine answered with a hint of amusement. "Lady, it's a blessing that he ain't here." He gave a feral grin.

"And why's that?" Susan asked, a puzzled look spread across her face.

Avery Johnson grin grew much more, something that all four ladies present didn't think was possible. "He doesn't like it when people think he's in the Army, Marines, or Air Force. He's apart of the navy first and foremost. Special forces. His rank is an E-9 much like me. He's a Master Chief Petty Officer, basically the Navy's Sergeant Major."

Susan and Janet gave out awed expressions along with wide eyes. Carol and Jennifer were unaffected by the new wave of information as they had already known beforehand. Both Rookie and Johnson smirked from their reactions.

"Wow," Janet quietly breathed out. "That's a helluva accomplishment. And he looks so young, too. How is that possible?"

Both Johnson and Rookie knew the answer to that but refrained from giving them the truth, not yet at least.

"He's a very healthy man," Rookie answered, half-lying. "And to think he's in his early forties..."

"He's in his forties?!" Susan exclaimed in shock, drawing attention nearby.

"Better believe it," Johnson smirked, but it was aimed towards Jennifer. "I guess that will hopefully stop you from chasing him." He hoped.

Jennifer smirked back. "Nope, doesn't change a thing."

"Of course," Johnson rolled his eyes. "Just don't go after him right now, will ya? He's been through more shit than us Marines have." He said seriously.

The confident, persistent She-Hulk's smirked faltered after being relayed that information. She didn't reply, but instead frowned.

"How much ' _shit'_ did he go through exactly?" Carol asked, sympathizing with the Spartan.

Johnson stared into Carol's eyes, unnerving her. Rookie clasped his hands and placed them on the table with an arched eyebrow, curious to see his Sergeant's reply.

"Enough shit to make _the Avengers_ and all the supers wish they were never, ever, EVER born; enough shit to fill up the whole city with terror." He replied, raising his voice with each ' _Ever'_

The women around the table looked taken aback from his reply to Carol's question. Johnson had unintentionally drawn attention since he raised his voice. Rookie could vouch for the Sarge's statement. He knew, even as an elite Marine; an ODST, that he couldn't go through half the stuff the Master Chief went through, especially solo ops. Master Chief had told him of his tale on High Charity and the Gravemind.

The atmosphere around the booth became darker and silence hung over the group, each party refusing to speak. The POW, Rookie, actually enjoyed the silence.

* * *

 _New York, Manhattan: random alley…_

The Master Chief had finally made it to the NAV point. The red marker was just five yards away and approximately 20-25 feet down. He approached the ledge and looked down. Turning on his Night Vision mode installed into his HUD he managed to make out eight figures ganging up on two figures, possibly two women based on their figure. He easily chalked up that the other eight figures were men looking for a good time or some money, but Chief had a hunch it was the former.

"Hey, where you ladies goin'? The party hasn't even started!" Chief heard one of men say. The Spartan II narrowed his eyes and glared at the eight men surrounding the two poor women.

"J-Just leave us alone!" One of the college girls said in protest, her voice shaky as if she were on a roller-coaster.

"We're just lookin' for a good time," Another man said suggestively.

The Master Chief didn't waste anymore time. And so, he jumped off the edge and made impact with the floor with a loud _Boom!_

The Petty Officer didn't need to look in order to know that he formed a big crack below him.

"Who the-!" One of the thugs didn't have time to finish his sentence as a TTR round had made impact with his forehead, knocking him out.

The radar on Chief's HUD had marked the two women as yellow and the remaining seven thugs as red. It also helped that Cortana, despite being silent, had placed red and yellow marks above the heads of the present people.

Chief, tightly holding his BR55, had took aim using his HUD and lined up the blue reticle to another thug's head. He squeezed the trigger harder than he'd like, showing his evident anger. Just like the first thug, the second had fell down and hit the pavement hard.

Chief took notice that the women had taken refuge behind a large green dumpster and he was grateful for that.

"Shit it's that guy! Run!" One thug shouted in a fit of panic.

Chief managed to drop another thug before the thugs made a hasty retreat down the alley. Crimes didn't go unpunished in Chief's book, and so the Chief took aim with determination coursing through his veins. With the criminals running in one direction it was like basic training all over again for the Spartan. Squeezing the trigger he dispatched one thug after another with disturbing ease.

The two women behind the Chief watched him fire a burst of three bullets in fascination. They hoped he hadn't killed the thugs so they could deliver their wrath upon the unconscious thugs. They knew there was no way the thugs could survive a bullet, especially three, so they remained relatively quiet.

The indicator on the BR and the HUD showed the Chief had three bullets left by the time he had dropped all thugs into a state of unconsciousness. Activating his helmet's flashlight, he turned around to meet the women cowering behind the dumpster. To show that he is friendly the Master Chief placed the BR55 upon his back, magnetically connecting the rifle to armor allowing easy access to his weapon. His helmet's dual flashlight had replaced the darkness and he could see their faces more clearly. They both had tattered jeans. One was a brunette while the other was a blonde. The blonde was wearing a tight pink shirt while the other was wearing a red shirt with a large spider symbol.

He approached the two frightened women and knelt to meet them eye to eye as he was tall.

"Are you two alright?" He asked in concern.

"U-Uh, Y-Yeah. We-We're fine." The brunette answered truthfully in a shaky voice. "D-Did you ki-kill them?" She asked, flinching at the idea.

"No," He replied and that was as far as he will answer.

"H-Hey, you're that guy a while back. With the sinister Six, you helped Spider-Man and Human Torch." The blonde pointed out.

John nodded, smiling a bit under his helmet. It felt good to get some form of recognition. "Are you sure you're all right?"

"Yes," The blonde answered with a nod, a thankful smile gracing her red lips. "Thank you."

The Master Chief nodded, "Make sure to alert the authorities." before activating his jetpack and quickly climbed to the rooftop he was previously on before he jumped down and vigorously attacked the criminals with just his BR55.

"Well, that was quick." Cortana remarked.

"...I was considering replacing the training rounds with live rounds." John said seriously.

"But you held back, didn't you?"

John could feel the smile on her face, data scrolling across her body as she watched from where ever she may be watching from, but he guessed she was viewing from his visor.

The Petty Officer grunted in reply, raising a chuckle out of Cortana. "Enjoy the show?"

"Heh, sure did. Particularly the part where they ran as soon as they saw you. Guess there's no honor among criminals."

"That's true." He wholeheartedly agreed with the statement.

"I'm sure one of them was a Spider-Man fan,"

"Really, what gave it away?" Was the sarcastic reply from the Spartan.

"Hmm," Cortana hummed, seemingly tapping her chin. "I'm pretty sure the brunette wearing the spider shirt..."

"Master Chief rolled his eyes. "I was being sarcastic."

"So was I." Cortana replied.

"What does that even mean?" He asked exasperatedly.

"Just get on with the next crime, John."

Chief noticed that as he looked up he saw one of the multiple NAV points disappear.

"Why did that NAV point disappear, Cortana?" Master Chief asked, staring at where the NAV point laid just a few moments ago. He narrowed his eyes in suspicion.

"Oh, that? I just saw Spider-Man show up and put a halt to the crime, so I removed it." Cortana answered.

"Oh."

"Make your way to the nearest NAV point. Approximately 1 kilometer away to the east."

And so, the Spartan prowled, following Cortana's directions.

* * *

 _The Ark…_

A brute with dreads and an extremely large beard entered the chamber along with another brute with a gray beard and gray Mohawk-esque hair. Both were fairly intimidating with their size and bulky armor.

The chamber was dimly lit with Banished created torches placed around, serving as light. Two elites and a brute were observing an artifact of some sort. The artifact had a strange design to it. For one it was floating. And two, it was shaped like a halo. The size of it was fairly large. The texture seemed rough but it was sleek. The observers had to look up in order to examine it.

"Report," Atriox demanded in a stern voice. The two elites and brute spun on their heel, meeting an aggravated Atriox.

"Well," The one will red armor began. "As Decimus had briefed you, we believe it to be an artifact of the Forerunners. It's purpose? Access to another dimension, one different from ours. One with no Covenant, one with extremely weak humans. The possibilities are endless, Atriox." The information made Atriox break out into a mischievous smile.

"But," The short brute with less bulky armor growled. "We are uncertain of how to activate it."

This caused Atriox's smile to be completely replaced by a frown.

"We need more time to research this," The brute began, returning to look up at the artifact. "We need more time to activate it."

"The Shipmaster will send more researchers within the hour," The other elite with blue armor stated.

"Excellent," Atriox nodded in approval. "I will send my researchers as well to help. How much time do you think it will take to learn how to activate this..." He gestured above him.

"We're uncertain, Atriox." The lone brute researcher replied in regret. Suddenly, he seemed to cheer up. "But know this. If it is true that this will allow transportation to another reality we can expand. We can conquer the lesser humans in the other dimension. Think of the possibilities!"

Atriox was intrigued by what his fellow brute was saying. He could think of so many possibilities. He could be the first to conquer a whole dimension, a feat that the Covenant have never obtained. He could imagine he and his Banished finding a whole new, better technology, making conquering much more simple. Being the first to defy the Covenant was no small feat, the Shipmaster, mercenaries, and everyone else knew that. Atriox knew—was pleased that he drove fear into many hearts.

"Think about it, Atriox." Decimus supported the brute researcher. "If we are discovered by the humans of this dimension, with his artifact we could flee to another dimension and conquer the worlds there instead."

"I am intrigued by what this artifact could do," Atriox gazed upon the halo-like artifact above them. "But know this," He leaned in close to the brute and to elites. "I want this..." Atriox seemed to struggle, wondering what he was going to call this. After a few moments of thinking he continued, "Project completed within six months. If it isn't completed by six months then you will be severely punished—all of you."

At this comment, the three researchers were sweating, fear in their eyes. They knew Atriox would follow up with the threat, always take Atriox seriously. They learned that lesson when an elite decided to take Atriox as a Grunt.

"However," He leaned away from them. Decimus looked on in amusement with folded arms. "Complete this before your time limit all of you will be rewarded specially." He offered truthfully. Atriox was a brute of honor; honoring his beliefs and promises. "Are we clear?"

Atriox produced his mace and slammed the hilt of the mace on the ground, creating a loud _clang!_

"Yes, Atriox. We'll get it done as soon as possible." The lead elite, the elite with red armor, replied, but doubt was evident in his eyes.

"Good," Atriox nodded in acceptance. "Because your time starts now."

Immediately, the three began observing and examining the artifact out of fear, figuring out ways on as to how to activate it. Atriox and Decimus watched on, satisfied.

Decimus, hairy and bulky arms still folded, appeared next to Atriox. "Atriox?"

"Gather every scout unit and tell them to scour The Ark. Make sure there aren't any humans, or anyone else for that matter, left on this. If they find anyone, slaughter them as quickly as possible. I do not want anyone else but the Banished and the Shipmaster to know about this project."

"At once, Atriox."

* * *

 _ **A/N: That took a lot of time to write. What are your thoughts on Atriox or anything in this chapter? Please let me know in the Review or PM me. I know that the events in Halo like Atriox are early, but that's the power of alt universe fanfiction. Plus it will make more sense. There's totally nothing after this Authors note...anyway see you soon. Spirit of Fire may or may not show up in the Web of Shadows Arc. I just like the SOF and Red team. Remember Red team? Douglas-042, Jerome-092, and Alice-130? What will it be like for them to meet Master Chief? They're all Spartan IIs after all.**_

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 _UNSC Red Horse…_

A squad of Marines, heavily armed to the teeth but with no armor, surrounded a pod. The pod itself had tints of blood, in fact some blood leaked out of the bod.

"Is it even ours?" A Marine wearing a black t-shirt with the white word ' _MACCRAW'_ painted on the right of his chest.

A female, with a scar trailing down her right eye and another scar on her nose narrowed her eyes at the blood-stained pod. "Well, it sure as hell ain't Covenant. It's human, and it doesn't mean it's friendly." Her eyes narrowed even further if it was possible. "Don't get sloppy."

"So much for a highly classified, top secret hush hush location. That's a civilian pod." MacCraw pointed out.

"MacCraw," A Marine decked in white armor with a medic symbol engraved on her right shoulder-pad called. She had short black hair. "Look alive. Help me with the stretcher." She hooked her thumb backward. MacCraw went to help her with the stretcher as instructed.

A Marine with white hair and a weary face was decked in the standard issue UNSC Marine armor. He pulled up a panel from the side of the pod. "Life support is still online sir," He said in awe and surprise. "We've got a live one here."

"Step on up, Clarence." The female Marine with the word _'LOPEZ'_ etched on the right breast of her shirt ordered. She held a magnum in one hand.

Clarence, a Marine with a stoic face, brought up and cocked his MA5 at the pod.

"Singh, get your team all clear. Sleeping _beauty_ here is a stranger. Benti!" She growled. "Get your weapon out and your head out of your ass! Treat this a hostile until proven otherwise."

'Lopez' nodded and so did Clarence. The Marine at the panel then proceeded to open the by using the panel controls. Soon, the pod slowly open and blood spluttered from the pod, blood leaked from the edge. In it was a bloody human. Every area of his body is covered in blood.

A couple Marines made sounds of disgust while McCraw commented, "Wooh! Smells like shit, Sarge!"

"Thank you for your thoughtful analysis, McCraw." Sargeant 'Lopez' replied sarcastically.

"Is he-!"

Suddenly, the body inside the bloody pod sprang to life, quickly springing up.

"Don't let them get me-!" The human inside the pod gasped. Instantly, Clarence put one foot on the pod, cocked his weapon, and placed the rife dangerously close to the human's head. It is noted that he held the MA5 with one hand.

All the Marines present managed to make an expression of distrust and suspicion instead of disgust.

* * *

 _ **A/N: Again, I know this takes place during the Human-Covenant war, but I made it take after. The reason why I wrote this scene is to introduce an enemy that will not show up until a long time. Hopefully you all know where this is from and where it leads to…**_

 _ **Again, give me your thoughts on this. Please Follow and Favorite for more if you haven't. ¡Hasta Luego!**_


	8. Spirit of Fire

_**A/N: Let's get straight to the point. Here is the long awaited chapter you've been waiting for over a year. Screw everything I said about postponing chapters for each review asking when the next update is. But please send a PM rather than flood the review. That goes for suggestions and other stuff.**_

 _ **DISCLAIMER: I don't own the Halo franchise nor do I own Marvel and its characters. They belong to Microsoft and Disney respectively.**_

 _ **Enjoy.**_

 _Unknown Location:_

"Dammit, Caboose! Look what you've done!"

"Sorry, sorry." An innocent voice apologized profusely.

"You've activated the damn thing and we don't know what it does!"

Dozens of soldiers that either consisted of Tanish-Brown armor or White armor starred at the sky as one of the relics had been activated. The beam, white with a tint of orange, shot from the relic that Caboose had activated.

"Let's just hope that it hurts the pirates more than it hurts us…"

 _Above in Space:_

In darkness of space, a lone and seemingly lifeless vessel drifted in the deep space ominously. However, inside, a small _infestation_ was finally dealt with.

"Are you sure there's no more of those parasites, professor?" Jerome asked to be sure.

Ellen Anders nodded in confirmation. "Yes, I did a scan and there seems to be no life forms on the ship besides us."

"Good," Jerome said, relieved.

"Professor Anders...I need to ask a favor, if you don't mind." Serina's voice cut in, a hint of regret displayed on her face.

"Uh, sure…"

Before Anders could approach Serina something alarming happened.

The ship suddenly shook and it was as if it was being sucked into something.

"Serina, what's happening?!" Anders asked the Spirit of Fire's AI in alarm, barely keeping herself steady.

"One moment," Serina excused herself for two seconds at most before returning, struggling for a brief second. "It seems that we are being sucked into a vortex of sorts."

"What?!" Anders exclaimed, steadying her balance once again. "Serina, take us out of here!"

"Aye, aye." Serina nodded and attempted to prevent the ship from being sucked in from the vortex that suddenly appeared. Then she noticed something peculiar. "Hmm, how have I not noticed this?"

"Noticed what, Serina?" Jerome asked in a calm voice. Spartans were trained to keep themselves composed, after all.

"There is a planet below us and it seems as if the beam is the origin of this vortex." Serina replied with wide eyes, her image flickered for only a second.

"Serina…" Anders said warningly.

"Professor Anders, I'm afraid that there's not much I can do." Serina regretfully replied, her avatar hanging her head in shame at her inability to help.

Both Anders and Jerome understood the implications. She was probably weak in her state and even then the ship's been inactive for quite a long time. Booting up the engines that had been inactive over a long period of time would be like booting up a computer that had been in storage for over thirty years.

"Then we can only hope for the best." Anders stated grimly.

From there, the three could only witness as their ship entered the vortex, never to be seen again. What they didn't see was the vortex closing and the beam slowly dying down and diminishing.

 _New York, Manhattan:_

 _Local Bar:_

Dutch and Buck were enjoying their drinks at one of the many bars that New York City had to offer. They didn't pay attention to the name of the bar they had settled on. All that mattered was to drink and make the most of it.

Dutch easily downed his liquor while Buck just took the time to enjoy the drink instead of slurping it all up like it was a damn slurpee.

"Looks like I'm driving," Buck said in slight despair as he watched his friend and subordinate down his third one.

"I can handle my own just fine, thank you." Dutch replied with a smug smile before wiping his lips.

Buck felt a smirk tug at his lips, wanting to escape and express itself. Buck decided to stay quiet for the time being. He took the time to observe his surroundings. The bartenders crafted drinks for the customers and some even took the time to try and cheer up the ones where drinking themselves out of depression. A group of men were shouting, whooping, and cheering as they watched a game play out on the TV mounted on one of the corners in the bar. In another area, Buck saw some men try their luck with the females that decided to entertain themselves in the establishment. Finally, Buck returned his attention to his teammate and friend.

"Come on, Buck. Drink some more, live a little!" Dutch encouraged his leader, gesturing the bartender for another shot before slamming down a crisp ten dollar bill for said bartender to pick up.

"Hey, I'm just trying to enjoy my drink." Buck said, shrugging. "Besides, I want to be able to drive home, not end up in the hospital."

"Fair point, fair." Dutch conceded with a nod. The bartender handed Dutch his fourth shot and Dutch nodded appreciatively before moving to down it.

"Throat must hurt like a bitch, huh?" Buck chuckled as he saw Dutch subtly scratch at his throat and twist his face.

"You have no idea."

"Then why do you keep on getting more?"

"Because I can."

"Because you can?"

"Yes."

"No."

"Maybe so?" Dutch shrugged.

Suddenly a man dressed in dark clothing dropped in unannounced by taking the empty seat beside Dutch.

"The usual." The man simply said to one of the bartender. Said bartender nodded and went to fetch the man's _usual_.

Dutch and Buck regarded the man curiously. Buck took a sip of his liquor as he eyed the man. Both had a feeling that he seemed familiar. They couldn't be too sure, his face was well concealed from their view at the moment.

The man glanced towards Dutch and Buck for a moment. Even for a moment his eyes were calculating and observant. He concluded his brief observation by taking his drink that the bartender has recently left there. Then he turned his attention the Buck and Dutch, both noticing that he took on a respectful route.

"Name's Castle. Frank Castle. You boys look military." The now named Frank Castle began. "Marine Corps. You?"

Both Buck and Dutch exchanged a brief glance before Buck took the initiative and answered.

"Marine Corps. Spec Ops."

"MARSOC?" Castle questioned, intrigued.

"You could say that." Dutch nodded, taking his cover story.

Castle nodded respectfully then raised his glass as a sign of toasting.

Dutch and Buck raised their glasses as well. The trio commenced a silent toast, each remembering their dark pasts, some recent than others. Dutch and Frank downed their drinks at the same time while Buck regarded his drink is mild interest for a brief moment.

After examining the drink, Buck finding himself doing such an action mindlessly, he then moved to take a sip.

"Bottoms up…"

 _Spirit of Fire:_

"Captain, wake up. Something has happened."

The female voice had garnered Captain James Cutter's attention as soon as he was out of cryo. Sitting up from his tube, Cutter observed the cryo bay where the rest of personnel were being awoken. Grunting, he then continued to dress himself appropriately considering that he, like the rest of the crew, were indecent. Cutter, as well as everyone else, sure didn't want to experience their first time coming out of cryo while clothed.

Once properly dressed, Cutter walked towards the bridge with hands clasped behind his back. Either it be a marine, crewman, or ODST that passed Cutter they all saluted the Captain with immense respect. Cutter responded to each salute with a Courteous nod.

The door leading to the bridge slid open once it detected Cutter's presence. Shorty after, Cutter entered the bridge and nodded towards each crew member occupying their stations.

Cutter observed the empty space that laid behind the glass and what he saw within the dark space slightly baffled him.

"Is that-?" Cutter asked breathlessly, eyes widened.

"Earth's own moon?" Serina materialized on the holo panel, baffling Cutter.

"Serina, it's been more than seven years…" Cutter trailed off as a look of shame briefly passed his eyes.

"I know, sir." She nodded grimly. "But, there is something I must know before I do _go._ "

"What might that be, Serina?" Cutter inquired cautiously. AIs who somehow live past their seven year lifespan develop an overwhelming urge to learn everything; the longer they live past seven years the more unstable they become. A sense of worry developed within Cutter when Serina mentioned that she needed to know something.

"An anomaly-perhaps it may be a side effect of my age-but there is something peculiar."

"What might this anomaly be?" Cutter questioned doubtfully as he sat down and make himself comfortable in his sleek and comfortable chair.

"Perhaps I should show you…"

Serina took control of the ship and plotted coordinates to the other side of the moon. In just a few short minutes Earth appeared. One by one the crew set their sights on Earth and shortly they began whooping and cheering.

However, Cutter began to feel dread build up. His eyes scanned the space furiously. His crew began to take notice and their cheers died to down to a deafening silence. Cutter, no matter how hard he searched, couldn't find the most important aspect that protects Earth.

"The orbital defense platforms...where are they?" Cutter asked Serina, fearing for the worst.

Serina had a look of worry flash over her face. "...I"m afraid they're not here. Almost as if they had vanished."

The crew knew what it meant. No defense platforms means the Earth is utterly defenseless; the Earth is vulnerable to all attacks, especially Covenant attacks. Yet, the Earth looked unharmed. It looked natural and thriving.

"However, I'm detecting only one UNSC actual." Serina said positively, brightening the mood just a tad bit. She brought up a live feed from one of the cameras and sure enough there was a ship. Relief flowed throughout the bridge. Finally they weren't alone.

Cutter could recognize a UNSC ship anywhere, but he could tell that it was a heavily modified frigate. The crew stared at ship, confused, but chose to remain silent.

"Can you initiate contact?" Cutter said not as a question but as an order.

Serina nodded, "I've done so just now. Now we wait for the reply."

 _Forward Unto Dawn:_

Miranda Keyes was currently looking over the details pertaining to a handful of projects that Cortana and Green were working on cooperatively. The ideas were very detailed and the explanations proved that they could be effective on the field.

Suddenly, she heard a female british voice come from the terminal just a short distance away from her, allowing her to hear it clearly. What puzzled her was that the terminal only received transmissions only on a frequency only known to the UNSC.

" _Spirit of Fire to unknown vessel, please respond."_

The message repeated in a ten second interval, Miranda surmising that it was a distress signal. Slowly, but surely, Miranda felt that the _Spirit of Fire_ sounded familiar. She wracked her memory, and sure enough she remembered.

' _That was the ship that was supposedly lost with all hands during the early years of the war!'_ She realized with wide eyes.

Quickly, she stood up and rushed towards the terminal like she was being chased by a pack of Brutes.

Miranda took a deep calming breath before replying.

 _Spirit of Fire:_

"What else can you tell me, Serina-besides the defense platform situation." Cutter questioned the AI.

"I can confirm that there is life down there on Earth." Serina provided somewhat helpfully.

Cutter clenched his jaw, an action that he finds himself doing when he's in deep thought.

However, he was interrupted with the reply of the unknown UNSC ship. Serina had made the receiving transmission more audible on the ship should they get a reply.

" _Spirit of Fire, this is the UNSC Forward Unto Dawn. Do you read me, over?"_ A female voice sounded out across the bridge.

Serina gave Captain Cutter a small smile. "Perhaps you'd like to take the call, Captain?"

Cutter immediately nodded. Once Serina gave him the green light he then ceased the moment to reply to the _Forward Unto Dawn._

"Forward Unto Dawn, this is Captain James Cutter of the Spirit of Fire. We hear you loud and clear. What's the situation?"

It took a moment for the voice on the other end reply. " _Captain, there is no situation at the moment. How did you and your ship end up out here?"_

"The answer to your question remains unknown. May I ask who you are?"

" _You may,"_ Cutter could almost feel her nod on the other side. " _I am Commander Miranda Keyes of the Forward Unto Dawn."_

"Nice to meet you, Commander. May my team and I come aboard so that you might answer our questions, ma'am?"

The reply was smooth and without a trace of hesitation. " _Permission granted, Captain. We await your arrival, sir. Keyes, out."_

With that, the transmission was severed, leaving a silent bridge. Cutter broke the silence shorty after with his order.

"Serina, prep a pelican and inform Red Team that they'll be accompanying me on my trip."

"Aye, sir." Serina went on to carry out her tasks.

But before she did Cutter produced a question. "Where's Anders?"

"She retreated to her lab." Serina answered then added, "In fact, Red Team leader and professor Anders were brought out of cryo to assist me with a problem that I could not resolve myself."

"Perhaps you'd like to come as well?" Cutter somewhat subtly suggested as he made his way towards one of the tables where a single AI chip laid untouched.

"Maybe…" Serina said, her image flickering and stuttering for a second went unnoticed. Cutter returned with the AI chip and inserted it in the slot located on the holopanel. In just a few seconds Serina vanished and reappeared on the circular frame on the AI chip.

"So cold…" Serina commented, her AI avatar shivering for a moment.

"I thought you were interested in cryogenics, Serina." Cutter said, a thoughtful expression appearing. "Kind of ironic, isn't it?"  
Serina's only reply was a very apparent frown before vanishing. Cutter shrugged before sliding the chip in one of his pockets that came with the uniform.

The journey to the hangar was quite short. Cutter found Spartan Red Team already decked in armor and heavily weaponized for the escort mission they were assigned. Cutter nodded to each individual Spartan in greeting.

"Red Team is prepared, sir." Jerome-092 announced, regarding Cutter respectfully. "Whenever you're ready."

"One moment, please." Cutter replied before taking a look around the hangar. Cyclop units manned by Marines were moving items across the tremendous hangar since they were deemed too heavy for a regular human to handle. In another section multiple mechanics were occupied with making repairs to various aircraft that were damaged during their battle on the Shield World. Others were arming or rearming ships that had combat capabilities. All-in-all, Cutter enjoyed each and every sight. It was a long time since he had seen his ship in such a lively state despite feeling that it really wasn't due to cryosleep.

Cutter concluded his _'stargazing'_ by returning to look at the leader of Red Team and saying, "I'm ready."

Cutter boarded the Pelican that had been prepared for his journey. Red Team followed shortly after.

The bay door of the Pelican closed and the familiar whirring of engines and jets followed. Cutter stood behind the recently closed bay door and stared out through the small window. He watched as he descended with the Pelican, the world around them becoming darker and darker as they went lower and lower, an alarm sounding in response, informing the crew above that a Pelican was taking off.

Total darkness, besides the red light within the pelican troop bay, was what Cutter saw. This meant that the landing pad above had been sealed shut. What followed was the second landing pad below Cutter's Pelican had descended once more, and shortly after the darkness disappeared.

Cutter was met with the darkness of space, the stars glowing and twinkling. Cutter couldn't get a clear visual due to the small frame, but it was just enough to bring a smile out of him.

Cutter could faintly hear control giving the pilot the OK to proceed. Just like that the Pelican shot off into Earth's space towards the Forward Unto Dawn.

Yet another journey was short, Cutter starting to believe that it will become a reoccuring theme ever since he was called out of cryo.

"Captain, will you not take a seat?" Alice-130's voice asked curiously.

"No, 130," Cutter addressed her by her number. "I will not. I prefer to see the stars for the first time in a long time, especially if they're the same stars that Earth sees."

The Spartans accompanying him remained silent for the time being. Cutter watched as the Pelican slowed down and waiting for the signal from the Forward Unto Dawn's own control to give the signal. Cutter faintly heard a few words being exchanged between the pilot and the Forward Unto Dawn's control before the pilot spoke through the built-in intercom within the Pelican.

"Captain, you're going to want to see this…"

 _New York, Manhattan:_

 _Pizza Hut…_

"That's an interesting story, Ms. Danvers." Nate commented in an entertained voice.

"T-Thanks," Was the somewhat meek and shy reply as she brushed away a strand of blonde hair away from her eyes.

"So, what do you guys do for a living?" Nate threw out the question out, awaiting an answer.

"I'm a lawyer."

"I design clothes."

"Well, I'm pretty sure you already know what I do. I am pretty public compared to others."

Nate finally set his sights on Carol who fidgeted quite a bit under his curious and watchful eye. The rest quietly sniggered at her reaction, earning a glare from the poor woman under so much teasing.

"Come on cupcake, say something!" Johnson encouraged and his guffaw followed.

Carol suddenly gained the courage and determination to answer the question her not-so-secret crush asked her. "I'm a writer."

"That's interesting…" Nate said as if he knew something else.

"Man, this guy's a blast to hang out with!" She-Hulk embraced Johnson with one arm, and considering her strength Johnson was not happy.

"Hey, watch it broccoli girl!" Johnson warned as he failed to pull away from her extremely tight grasp. "God damn it…" He sighed in defeat, but a small smile tugged at his lips.

"I've heard worse, macho man." Jennifer jested, Johnson chuckled at the nickname she had given him.

"That's the weakest nickname insult I've ever been given, green beans." Johnson shook his head as if he were disappointed, but they all knew it was out of jest.

Carol couldn't help but feel that Johnson seemed familiar to her. It felt like it was at the tip of her tongue, but it really wasn't. The answer was so close yet so far. It just didn't make any sense to her. But when Nate's eyes made contact with hers any previous thought melted away and a pin was placed on them. She didn't mind the cold look Nate's eyes had when he was looking at her. It just seemed natural for him and it honestly made him attractive.

"So, have you met anyone interesting, Nate?" Janet asked. It was a ploy and common tactic that Janet and many other women use to learn if the man was taken.

Nate was aware of the tactic Janet was using, but he didn't mind that much. His face took on a thoughtful expression, racking his mind of everyone he's ever met so far.

He settled for, "I did. If I remember correctly her name was, uh, Felicia Hardy?" Nate feigned his lack of knowledge and forgetfulness.

Every woman's eyes' widened and surprise had taken over their faces.

"Her?" Susan said bitterly, remembering the time when Peter told her of his ex in great detail. However, that was a long time ago before Peter had gotten married to Mary Jane, so she wasn't really up to date with what the cat burglar was doing in her spare time.

Nate gave her a strange look then resumed his story. "Yes. I had taken her home-"

The Rookie didn't have a chance to finish his sentence as Janet yelled, "What?!"

This outburst had drawn many curious eyes and Johnson kept the other people from sticking their nose where they don't belong by delivering a glare to each and every eye. This proved successful, amusing Jennifer much to his chagrin.

"You already-!" Carol looked like a puppy denied a treat. Nate could already see the tell-tale signs of tears, despite being small, threatening to spill out.

"You haven't given him the chance to finish!" Johnson growled angrily. He didn't want to hurt feelings and strain relationships this soon.

Each women besides Jennifer blinked, then proceeded to blush in embarrassment.

"S-Sorry," Susan apologized, presenting a nervous smile. "Guess we were too, uh-too quick to assume."

"That's one helluva understatement, invisible Smurf." Johnson snorted, She-Hulk laughing at her friend's nickname afterward.

"As I was saying," Nate continued, "We met under unusual circumstances. She-" Rookie was once again interrupted but in the form of a phone call that Johnson was getting, rock music blasting from the device.

"Excuse me," Johnson muttered as he moved to get up and move to a more quiet area to answer the call.

"What circumstances did you and Hardy meet?" She-Hulk asked out of curiosity.

"I was getting to that," Nate shot her a dark look that visibly made her inadvertently shudder and tense up, surprising her friends. Carol made note of this moment as a form of payback.

"As I was saying," Rookie paused to see if anyone or anything was going to interrupt him. Once he was satisfied he then continued, "Ms. Hardy and I met when she brought my-"

Once again, Nate's tale was interrupted in the form of Johnson.

"Rookie, we need to head out." Johnson informed him in a serious voice.

The Rookie knew that this was a situation that needed to be tended to. He just knew that the Commander had called Johnson and told him something of great importance.

"Right," Rookie nodded then turned towards the ladies. "We're going to have to cut this short. Here," He grabbed one of the unused napkins that laid useless on the table and snatched a pen from the shirt pocket of a conveniently passing pizza delivery boy that was heading out.

"Hey!" The boy protested, but went ignored.

The ladies watched Nate write numbers on the napkin with morbid curiosity. Once he was finished he handed napkin to Carol before offhandedly saying, "Call us if you feel like it."

"Here," Nate slid the pen in the shirt pocket that belonged to the pizza delivery boy he had just supposedly robbed and straightened it out. The boy was too confused and baffled that he didn't notice something else slip inside his shirt pocket. "Enjoy."

With that Nate nodded towards Johnson. Without a word, Johnson exited the establishment with Nate following close behind.

The ladies and the boy stared at two doors that served as both an entrance and exit.

"That was pretty badass." She Hulk commented.

"It sure was." Janet and everyone else agreed with a nod. The boy was too stupefied to notice two well-known female superheroes that were beside him.

"That sure was weird…" The boy mumbled before he realized something strange. There was something else in his shirt pocket, besides the pen that had been replaced by Nate. Digging in, what he found amazed him and the superheroes that were watching him.

He had taken out five half folded Benjamins that had fit so perfectly in the pocket that if he didn't feel it then he wouldn't have known it was there in the first place.

"Woah," His eyes eyed the cash with awe before he broke out into a large smile. "Cool!"

The females watched the boy walk away and out towards his delivery car to continue doing his job. They were honestly touched by what Nate had subtly did. Even they didn't notice Nate inserting the cash in the pocket.

"Aww, that's sweet." Susan cooed.

"Now I see why you like him, Carol." She Hulk commenced the teasing.

 _Master Chief and Cortana…_

The Spartan and his trusted companion, Cortana, had cleaned up the streets pretty well for the night. They had tended to those who needed medical aid when they were unfortunately caught in the chaos.

Currently, the Master Chief was having his very first official team up with the arachnid hero, Spider-Man.

Chief had noticed a brawl in the streets between Spider-Man and one of his rogues, Mysterio. Honestly, Chief didn't see Mysterio as much of a threat. His illusions were only visual, so his supposed clones were not showing up on his motion tracker. This left pinpointing the real Mysterio quite easy.

Though, Chief didn't want to end it just yet, even though he could if he wanted to. He didn't want to raise questions within the villain community. He wanted the villains to underestimate him beforehand.

Master Chief could see Spider-Man familiarize himself with Mysterio, finding the villain's attacks more predictable. Spider-Man had much more experience fighting Mysterio than the Chief ever did.

The Chief was about to jump into the fray once more. However, Miranda Keyes had other plans.

"Hello, Chief, Cortana," Miranda greeted. "I'll need you guys up here ASAP."

Cortana asked, "What for? Is there an alien army waiting out there?"

"No, something much more surprising. I'll explain when you're up here, Keyes out." Miranda ended the transmission there.

"Alright, Chief. It's time to end this,"

The Master Chief nodded in agreement. So, he decided to show the true force of a Spartan-II.

"Fool! You and your ally cannot decipher which is the real me. I'm sure all my clones trigger your spider-sense." Mysterio said arrogantly.

Suddenly, the multiple copies of Mysterio flickered into nothingness when the real one was suddenly shot in both of his legs.

"AGH!" Mysterio yelled in agonizing pain, looking towards the man who had shot him which turned out to be the Spartan. The armored man had fired two rounds from his pistol, smoke emitting from the barrel.

"Dude, you freaking shot him!" Spider-Man exclaimed, rushing towards Mysterio's down form.

"Non-lethal shots. Grazed both of his legs. He'll be fine." Master Chief calmy assured Spider-Man, already moving towards a secluded area.

Spider-Man decided to examine Mysterio's wounds and the Spartan was right. Mysterio was incapacitated, not fatally injured.

"But, still…" Spider-Man trailed off, shooting webbing on Mysterio's wounds. Mysterio hissed in pain, glaring at both Spider-Man and the Spartan.

"You'll pay for this, Spartan!" Mysterio vowed with a heated glare aimed towards the heavily armored man.

"Dude, you so do not want to piss him off." Spider-Man said. "Now, say nighty-night!"

Mysterio's helmet was suddenly smashed as Spider-Man delivered a powerful yet nonfatal blow, driving Mysterio into a state of unconsciousness.

Spider-Man looked back at the Spartan and gave a thumbs up, but realized he was only giving it to an old man who had witnessed the entire scene.

"Thanks, Spidey. You're okay in my book." The elder appreciated the gesture Spider-Man had meant to give to the Spartan.

Spider-Man sighed, "You're welcome, Stan. Now, where is he?" He murmured his final sentence, looking all over for the Spartan.

Giving up, Spider-Man placed Mysterio in a web cocoon. Once he was done he told Stan, "Call the boys in blue. They'll want this nutjob in a nice jail cell."

Stan nodded before pulling out his phone and dialed 911. Meanwhile, Spider-Man was swinging off into the distance, continuing his vigilant patrol.

 _Forward Unto Dawn:_

 _Hangar…_

"Nice of you guys to join us," Miranda said, greeting the others who had recently been beamed up.

Buck, Dutch, Rookie, Johnson and Master Chief saluted the Commander then dropped it. Romeo and Green stood by each side of Commander Keyes.

"Good to be back, ma'am." Johnson said, puffing out a smoke as he enjoyed his Sweet William Cigar.

Johnson was decked in his M52B armor and wearing his green cap that. The ODSTs were only dressed in their civilian clothes, and of course, Master Chief was still in his armor.

"No need to gear up, troopers." Miranda Keyes answered their unasked question.

"So, what's the occasion?" Cortana's voice asked from the Chief's armor.

Miranda gave a strange look before explaining, "Somehow, someway, a UNSC ship ended up out here."

Once again, for an unknown amount of times, Johnson choked while he smoked on his Cigar. "What?!"

The ODSTs gave out shocked expressions.

The Master Chief, however, remained silent.

"What's this vessel's name, ma'am?" Master Chief inquired, genuine curiosity flowing from his voice.

"The _Spirit of Fire._ Cortana and Johnson should be able to recognize the name." Miranda answered, giving a look to the AI and Sergeant Major.

"Spirit of Fire…" Johnson murmured before realization struck him.

Cortana, however, beat Johnson to the punch. "That's the one ship that the UNSC could never find! Just up and disappeared after Arcadia."

"Wait, didn't they have-" Buck didn't have the time to finish that as the large hangar door opened, and a blue energy like shield materialized behind it.

 _Cutter's Pelican…_

"What's this about?" Cutter inquired as he strolled in the cockpit of the Pelican where the pilot and co-pilot were.

"Look at that…" The pilot said in awe.

Cutter looked to where the pilot was referring to and saw a blue like energy shield appear and the hangar doors opened behind it.

"Have the UNSC really advanced this far?" Cutter wondered to himself.

" _Alright, just ease in and land on pad 5 to your right."_ The Forward Unto Dawn's control instructed the pilots from the speaker.

"Alright, got it." The pilot replied. "Thanks."

The pilots of the Pelican maneuvered the aircraft to their designated pad. Cutter had already returned to the the back, the door belonging to the cockpit sliding open as Cutter passed through it, then closing.

The Pelican landed with a slight thud. Soon enough the bay door of the Pelican slowly lowered and Cutter piled out first with Red Team following in a vee formation. When combined with Cutter the formation was roughly a human diamond.

Waiting for them was a woman in the UNSC naval uniform and four men that looked to be in civilian clothing, a Marine, and a Spartan. For a frigate the hangar is pretty big, thought Cutter as he took a look around. Crewmen were walking towards their specific locations on the catwalks, aircrafts that were both familiar and new were being armed, and soldiers moved materials around.

Cutter saluted, as per the usual higher rank procedure. The woman, he's guessing Commander Miranda Keyes, returned the salute. He barely notice the others with her give a salute as well.

Everyone dropped their salutes and Miranda spoke first, "Glad to see we're not the only ones stuck here."

Spartan Red Team moved forward, and so did the other Spartan. In such a short moment Red Team and the other Spartan were facing each other, studying each other before one of them spoke.

"You haven't changed a bit, _John._ " Jerome commented, a smile hidden beneath his helmet. Even with the drastic change in armor they were able to tell that it was him.

"Jerome, Alice, Douglas. It's been awhile." Master Chief said, relief slipping in his voice.

"However," Douglas stepped forward, eyeing John's armor, "Your armor looks much more different last we saw."

Cutter raised an eyebrow at the interaction, but decided not to make a comment. Then he noticed an odd spherical metal object with a Green eye hovering beside the Commander. "What is it?" Cutter gestured towards the object.

"Not what, Captain, but who." Miranda clarified.

"I am Green bias, reclaimer." Green introduced himself in a jovial manner. "But I do believe we should discuss the matter at hand in an alternate location."

"Right, if you'll follow us to the war room we'll be able to catch you guys up to date." Miranda said before leading the group to the room.

Along the way Cutter and Red Team had seen some remarkable things in the ship. Though, Red Team almost had a hostile confrontation with the Sentinels and Engineers.

"What are they doing here?" Jerome asked the Dawn's crew as he and his team aimed their weapons at the Sentinels and Engineers working together.

"Wait, you've encountered these before?" A female voice resonated from Master Chief's armor. Red Team gave their fellow Spartan a strange look behind their helmet, but still trained their weapons at their supposed enemies who continued to do what they were designed to do, ignoring the obvious threat.

"Wait," Cutter looked at Master Chief expectantly.

"Cortana," Master Chief signaled for an unknown individual.

The projection of a blue female AI appeared, surprising Cutter and Red Team.

Serina took the moment to appear as well, though her image stuttered an flickered for a brief moment. "If I'm reading this correctly then you're past the seven years and no signs of rampany. How?"

"That would be my doing," Green claimed, hovering beside Cortana. "I have extended her lifetime by approximately ten times using my creator's technology. Isn't that wonderful!"

An idea suddenly popped into Cutter's head, "Can you apply this same technology to Serina?"

Green slowly moved forward as Cutter brought out the chip that housed Serina. Green studied both the chip and Serina in all possible angles and directions.

Green bobbed his figure up and down, his form of a nod, "I believe so." He turned to face Miranda while whistling to bring a nearby Engineer's attention, "Shall I prepare the procedure, reclaimer?"

"The sooner the better," Miranda answered with a curt nod.

"Splendid!" Green cheered, returning his attention to Cutter. "May we?"

"Go on ahead," Cutter said, allowing the Engineer that Green called to retrieve the chip. "You'll be fine," Cutter assured Serina.

Serina dissipated into the chip, leaving Green to lead the way to another corridor with the Engineer delicately holding the chip to follow his lead.

"Anyway, let's continue." Miranda said, noticing that they had gotten off track lately.

In just a few short minutes everyone piled in the war room that will currently serve as a briefing room. Cutter paid attention to the holotable that was placed in the center and ignored the military green crates that laid in one of the corners of the room.

Captain Cutter tooka seat on one side of the table while the Dawn's crew took the other, leaving Master Chief and Red Team standing on opposing sides, though Red Team still maintained their vee formation.

"You can take a seat," Miranda addressed the three Spartans. "These are built to withstand the weight of the Chief, too."

"We're fine," Jerome spoke for his team.

"Okay then," Miranda shrugged.

Everyone allowed themselves to relax for a moment before Cutter brought up the important question.

"What happened? Why are you the only UNSC ship out here and where are the defense platforms?"

The Commander presented a serious expression and replied, "You are in another reality altogether, Captain."

"Can you elaborate, please?"

"What she's trying to say," The man in the green UNSC armor, that neither Cutter nor Red Team were familiar with, cut in, "The UNSC doesn't exist here. We're in the 21st century, sir."

"You're saying that we've somehow traveled back in time with you?" Jerome asked to clarify.

"No, nothing to do with time travel, Jerome." John said, placing his hands on the table and leaned forward. "Another reality altogether where super powered individuals exist. One where a super soldier was created in World War Two."

Captain James Cutter looked absolutely baffled and incredulous at the information presented to him. "How could we have ended up here-for that matter how did you end up here?"

"Slipspace malfunction," Miranda answered with a huff of annoyance. "The only hope we have of returning is a superfamily with an expert in crossing dimensions or something."

"You'll be happy to know that we've won the war before we got here," The man that looked more like an actor than a soldier added.

"Thank god," Cutter said, relieved. "Sorry, we haven't had the chance to familiarize with each other. I'm Captain James Cutter," He introduced himself once more then gestured for Red Team to follow his lead.

"Jerome-092."

"Alice-130."

"Douglas-042."

Miranda then took the initiative and introduced her crew as well, pointing out who was who as she said the names, "I'm Commander Miranda Keyes as you already know. This Spartan is John-117, we have Kojo Agu or Romeo, Edward Buck, Taylor Miles or Dutch, Sergeant Avery Johnson, and finally The Rookie."

A female voice coughed intentionally.

"Oh, right," Miranda did a slight facepalm. "We have Cortana, too. As you can probably guess she's an AI."

Cutter eyed Cortana with interest. He was able to tell that this one is particularly close and attached to Master Chief, even if she wasn't really human.

"Alright, I'd like to know about the war, if you don't mind." Cutter said, bringing his eyes to meet the Commander.

She nodded, "Alright, let's start with what my father found: Halo…"

 _Unknown Location:_

"Do ve has zee symbiote?"

"Yes, we do. All thanks to Spider-Man's blood."

"Vhat, pray tell, vill make zem prove more successful zan ze originals?"

"Well, with Spider-Man's blood, thanks to the Green Goblin, we've applied his healing capabilities to the symbiote.

"This means that they will gain the healing factor of Spider-Man, effectively doubling it altogether. We've also increased their, uh, reproduction rate by tenfold."

The Red Skull pondered what the implications could mean, but was stumped after a few second of thinking. "So, vhat vill zis mean, exactly?"

The man, who was wearing a usual white lab coat and had brown hair, gave the Red Skull a sinister grin.

"Think of New York under a...symbiote invasion of sorts."

Red Skull now understood and shared his own malicious grin. "Vhen vill zey be ready? "

"Oh, they're ready now. All you need to do is get someone to deliver these to Mr. Brock and Mr. Cassidy on Rikers Island. Thing is, it's a maximum security prison guarded by S.H.I.E.L.D. Then, after twenty four hours, they won't be in control.

"When the symbiotes begin to gain control things might be...strange in New York before it plunges into an apocalyptic like state."

Red Skull gave the man a look, "You are very strange and vicious. Very vell, I vill have both ze _Carnage_ and _Venom_ symbiotes delivered to zeir hosts immediately."

"What, you got HYDRA agents in S.H.I.E.L.D?" The man snorted doubtfully.

"Yes," Red Skull nodded nonchalantly.

The scientist's eyes widened. "Wow, that makes things much more easier. Alright, here," he handed Red Skull the two medium-sized vials that held the two symbiotes.

Red Skull gently grabbed the two items and inspected it by twisting the two around, looking at it from each possible angle.

"Excellent," Red Skull said, very satisfied before excusing himself to carry out the mission, leaving the man alone.

"Not even a thank you?" He frowned. "Asshole," He muttered, swiveling around in his chair to continue doing his work.

 _Forward Unto Dawn:  
_ Captain Cutter was having a hard time digesting the information he was given. Yes, Spartan Red Team was familiar with the parasitic aliens known as the Flood-Jerome quite familiar as of recent events-thanks to Cortana, Master Chief, and Johnson sharing their time on the ring world known as Installation 04 or Halo. Romeo visibly tensed up at the footage with the Flood, but only Johnson and Jerome noticed his behavior. Spartan Red Team also recognized the Sentinels from the footage from John's perspective and learned that they were Forerunner. They were later told that Green was of Forerunner origin, and one of the many to monitor Forerunner areas. Those present who fought on Alpha Halo described the Covenant as foolish since they had released the parasites upon the world.

Red Team and Cutter, as well as everyone else, bared witness, via recording, of Master Chief punching a hole straight through Captain Keyes' Proto-Gravemind form, leaving a considerably disturbing sight.

Miranda Keyes had a few tears spill out, but she understood. It pulled her heartstrings to hear her father's strained and weak voice when he told Master Chief to leave him.

Red Team could only feel regret as they watch the Master Chief travel the Pillar of Autumn and fight all the Covenant, Flood, and Forerunner forces alike. That regret soon built up when they watched John escape the Pillar of Autumn in a Longsword, then they unmistakable rumble on John's feed indicated the explosion of the Halo ring. Any life on that ring, especially human, definitely ceased to exist. It didn't bode well with Red Team that they had been absent for the whole was instead peacefully rested in cryo.

Then the footage fast forwarded to Cairo station, one of the multitude of orbital defense platforms that protected Earth. Cutter was shocked to see that the Covenant had discovered Earth while Red Team quietly watched to see what would happen.

Covenant boarded the station, Master Chief fought his way to disable the bomb, two Defense Platforms were destroyed, and finally reached the bomb and eliminated the guards. Red Team nodded in approval, proud that a Spartan giving hell to the Covenant.

Master Chief dragged the bomb to the elevator and the rest made Red Team and Cutter proud.

They were stunned to learn that the In Amber Clad had stumbled upon another Halo when piggybacking a ride on the Prophet of Regret's carrier. Cortana then showed two clips side-by-side that were synchronized with that time that they were taken. One was inside the In Amber Clad and the other was a team of ODSTs dropping straight into New Mombasa. The Spirit of Fire crew later learned that video of the ODST drop was from the perspective of the Rookie and that Dutch and Romeo were there, all part of the same team.

Cutter silently cheered as he saw Master Chief beat the Prophet with only his fists.

Cutter and Red Team were well informed about Delta Halo, the index, Battle for Earth, the Covenant Civil War, High Charity, and the Battle for Installation 00. Cutter was both horrified and shocked of the Flood's small invasion of Africa, and viewed the alliance with the Elites with a skeptical look. Red Team shared the Captain's skepticism as well.

They watched the final hours of the war. The assault on the three barriers, Johnson's capture, the battle with the two Scarabs, the temporary alliance with the Flood, and Miranda's death.

"How are you still alive?" Alice asked, looking at Miranda with disbelief.

"I owe it to Green. So does Johnson," Miranda answered, rolling her head in the direction of Johnson. Said Sergeant only grunted in reply.

"Can't believe we missed this much," Cutter said with regret.

"Maybe you'd like to share us your story and how you went missing?" Cortana suggested with a gesture towards Captain Cutter.

"Maybe another time. Right now we'd like to find out what happens at the end and what we're going to do while we're stranded."

Truth almost being consumed by the Flood certainly disturbed Cutter, but he found it much more satisfying to see an Energy sword be driven into him. He wasn't sure of what Red Team was thinking about, but he dropped the thought.

It didn't surprise Cutter and the Spartans that the Flood betrayed the Master Chief and the Arbiter. Douglas nodded in agreement to the Arbiter's 'trade one villain for another'

Master Chief saving Cortana made the three washout Spartans smile. Then it came to the final moments of the war where they will see Cortana's Flood solution that she mentioned in her message that John found on Earth.

Cutter observed the Master Chief and Arbiter fighting the Flood up to the control center. That was where Johnson and Alpha-Nine were fending off hordes of Flood. They continued as planned, and the last minute betrayal of 343 Guilty Spark didn't really surprise Cutter all that much. He was pretty sure that Spartan Red Team harbored dark feelings for the bowling ball bastard ever since they learned that he was gunning for Chief so that he could activate a weapon that could destroy all life in the universe.

Johnson had a neutral expression as he watched his death scene play out, but the Chief was too stubborn to let his friend die. Sure, he was grateful for the rescue, even if he did die, but at least let an old man die peacefully, he thought.

Jerome, Douglas, and Alice wished they could be there to help out their fellow Spartan. They watched John carry the dying Sergeant Major while he allowed Alpha-Nine and the Arbiter to clear the enemies.

Then came the part in which Cortana dubbed it as the 'Warthog Run'

Two Warthogs, one Troop variant and the other was the Gunner variant, laid at the end of the Forerunner tunnel. Johnson was placed in the passenger seat of the Troop Warthog while Rookie took the role of the driver while Dutch and Romeo rode in the back. Master Chief, Arbiter, and Buck were in the driver, passenger, and gunner seats of the Warthog respectively.

If there was one word to describe the whole scene that Cutter just watched it would be 'Chaotic', especially the leap of faith at the end where they somehow made it.

In the end, the Installation was becoming unstable, and delivered a blow to the Forward Unto Dawn that caused it to split in half. Only the Arbiter was on the other half while everyone else: Buck, Dutch, Johnson, Chief, Rookie, and Miranda-who was placed in a cryo chamber by Johnson earlier-were on the other half.

Then came the part where the Captain couldn't digest the information: Superheroes.

Cutter and Red Team sat-though, in Red Team's case, stood-through what could be described as a school lesson. Cortana presented several heroes and displayed pictures of each one. Everyone else occasionally jumped in to add something of relevance to the topic, though they were mostly first-hand experiences.

Red Team was pretty intrigued with everything this reality had. Though, they immediately despised the terrorist organizations. In their mind they were no more better than the Insurrectionists, or the Covenant for that matter.

Once Red Team was done asking questions the lengthy briefing concluded there. However, a question came to Cutter's mind at the last second.

"I have about eighty-five percent of my crew, and that's quite a lot. Surely your crew aren't bottled up here forever, so where do they live? Where will my men live?"

"Ooh," Cortana hissed, wincing. "About that…"

"We're the only crew here." Rookie answered for Cortana.

"What do you mean?" Alice queried, puzzled.

"Our crew is full of advanced robots that will one day take over this ship and attack the Earth," Romeo said with a laugh before crying out in pain. "OW! Buck! I was just kidding."

"He is right about the advanced robots. They belonged, emphasis on the past tense, to a peacekeeping organization named S.H.I.E.L.D.

"Um, I kind of forgot what the acronym was." Buck admitted sheepishly, ruffling his hair.

"It's Strategic Homeland Intervention, and Enforcement Logistics Division." Cortana provided. "Anyway, we've acquired their LMDs, or Life Model Decoys. They can take on the shape of anyone and I've made some major changes to them so that they actually look, feel, and act like UNSC personnel."

Douglas drawled out a whistle, impressed in what a single AI could do.

"So, they don't smell like them?" Romeo asked, biting back a bark of laughter ready to escape.

"I'm still working on that," Cortana replied then noticed the weird look Romeo was giving her. "What? We've got people down there with a killer nose."

Cutter made himself known by clearing his throat, drawing the attention of everyone. "Well, it's been really nice knowing that we've won the war, but we still haven't discussed the issue with my men."

"Right, of course." Miranda mentally facepalmed. "So, right now these men here," Miranda held out here hand as if she were introducing them, "Have registered identities in the United States and reside in New York, Manhattan. Cortana here had acquired funds from some people who really don't deserve it, and then we've sort of lived our lives from there."

"Soon enough we'll try to find some sort of job and provide a steady income that's _legal_ ," Master Chief spoke on behalf of his group, though earning a glare from Cortana.

"Taking a subtle approach at this particular problem is probably the best course of action." Buck said, stepping forward. "Wouldn't it be suspicious to suddenly have a couple thousand U.S citizens-or for that matter any country-registered in their system all at once?"

"Makes a good point," Dutch agreed.

"I would suggest registering your men in intervals, y'know? One at a time, take it slow and steady." Cortana said, looking at the Captain of the Spirit of Fire.

Cutter conceded with a nod. "Yes, I believe that's our best option." He stood up and Red Team prepared to escort the Captain back to his aircraft. "Thank you for the information. I'll be sure to relay it back to my crew."

"That you do," Miranda smiled, extending her hand. The Captain wasted no time in grasping her hand and giving a firm and strong shake.

"Glad to know that we weren't the only ones stranded." Cutter remarked.

"Likewise," Miranda nodded.

Both drew back their hands and Cutter turned to Red Team to address them. "You needn't escort me, Spartans," Cutter said, shaking his head. "Maybe this would be a good time to catch up. I know you three more than deserve some R&R."

Jerome, Douglas, and Alice looked at each other before going to attention and snapping a salute with a, "Sir!"

Cutter craned his neck for a moment before saying, "Good luck, Spartans. I sincerely hope you enjoy it. Now where is-"

The door that Cutter was about to exit suddenly slid open and an Engineer along with Green hovered forward, Serina standing atop of her chip that the Engineer grasped with its tentacle.

"Captain!" Serina greeted cheerfully.

"Serina? I'm assuming that you're clear of any rampancy, correct?"

"Oh, your construct is more than cured!" Green announced enthusiastically, spinning in circles like a child on Christmas.

Cutter broke out into a small yet noticeable smile, relief painted on his face. The Engineer approached Captain Cutter with a look of intrigue as if the supercomputer was studying him, making chirps and hums. After a brief moment the Engineer delicately held out the chip for the Captain to take.

This would mark the first time in his life that Cutter had smiled at a Covenant species. Then he admitted to himself that he didn't mind. The Engineers looked harmful and only wanted to help. Maybe they were enslaved by the Covenant, was the stray thought he had.

Cutter took the chip slowly and gave an appreciative nod towards the creature. The Engineer actually looked happy-it sounded happy, it seems if the uplifting chirps and cheerful humming was any indication.

"Again, thank you." Captain said, not just to the Engineer and Green but to everyone.

"My pleasure!" Green replied, taking the gratitude to heart.

"Wait, I missed everything?!" Serina exclaimed uncharacteristically, utter disappoint evident on her face.

Everyone, even the Spartans,-though low-gave a humoress chuckle.

"I'll tell everyone, that includes you, everything in great detail when we get back, Serina."

Serina conceded with a nod before turning to face the two things that had brightened up her very core. Literally.

"I am grateful for what you've done, Green. In fact, I wouldn't be here right now if I never noticed the anomaly that is this ship."

Green's emotionless bright green eye stared at Serina for a moment before he spoke, each word brightening up his eye, "It is as I said: my pleasure."

Serina nodded before disappearing into the chip Cutter held, allowing him to slot the chip in his pocket. Cutter craned his neck before taking his first step and exiting the room, the door sliding open for him before shutting.

Cortana appeared right in front of Red Team and had a glint in her eye that made them nervous.

"Let's get you two registered, then you can get _acquainted_ with the world."

The ODSTs wore amused expressions as did Johnson and they could see John's hidden smirk. Miranda just shook her head disappointingly out of jest.

"Uh, oh." Jerome couldn't help but say aloud.

 _New York, Manhattan:_

 _Baxter Building:_

Reed Richards reviewed the footage of the Spartan and his so-called ODSTs fight the Sinister Six for perhaps the billionth time.

"Incredible," He whispered in awe, stretching his neck so that his face may be closer to the screen. "You said that this Spartan had some form of energy shield, correct?" Reed asked, turning to the man standing beside him.

The man rubbed his head with a single red gloved hand. "Uh, I think so. I was there. I'm, uh, pretty-uh sure that my webs don't, y'know, disappear when they're only a few inches from hitting their target."

"Interesting," Reed muttered, a thoughtful expression appearing on his stretchy face.

"Aw, c'mon, Stretch. Don' tell me you're still on about how _fascinating_ their technology is?" Ben Grimm asked in an exasperated voice as he entered the lab.

Spider-Man looked at Ben and the eyes of his mask perfectly captured his confusion. "Wait, how long-?"

"Two days." Ben simply replied, rolling his eyes.

"Oh."

Spider-Man and Ben silently watched Reed Richards review the footage once more and saw him literally push his face up against the monitor for a ' _closer'_ look.

"Uh, does he know anything about high definition or 4K?"

"Hey, cut 'im some slack, webhead." Ben shrugged then motioning towards the monitor. "That's the only footage of that fight; shot from a phone. I think he went as far as downloading it straight outta Youtube just so the ads won't pop up."

Spider-Man hummed in response, understanding the situation.

"What are you doing here, if you don't mind me asking?"

"I, uh, was going to ask Reed-ah, forget it." Spider-Man finished, abandoning the idea in his head.

"Then you should get home, webs," The Thing advised, his eyes trained on Reed. "It's getting pretty late. Your wife must be worried sick."

"Of course," Spider-Man facepalmed shamingly, stepping towards the window to hop out. Then it was that realization struck him. "-Oh, wait! Now I remember why I came here!"

Ben looked befuddled and asked to clarify, "I thought you dropped it?"

"No, I just-I met the Spartan again."

This gained Reed's attention, curiosity evident on his face. Stopping the playback, Reed turned to Spider-Man. "What? How? When?"

"Now we have his attention," Ben rolled his eyes.

"I was just fighting Mysterio when-BOOM!-He comes down outta nowhere-just like Randy Orton...you don't get the joke, do you?"

"I'm afraid not," Reed murmured while motioning for Spider-Man to continue his story.

"Heh, I do." Ben said with a hearty chuckle.

"Finally, someone who laughs at my jokes!" Spider-Man raised his arms victoriously. "Anyway, I'm pretty sure wherever he came from he was pretty high, and you probably know this already but he's pretty heavy considering the small crater he left when he landed."

"Then it must be the armor," Reed commented, making a mental note.

"I could tell he was holding back ony Mysterio, though. Just like Cap when we're training, but, y'know, just without all those corny life lesson lectures and 'eat your vitamins, kids' coming from him."

Ben chuckled once more before clapping Spider-Man's shoulder,making the arachnid hero wince. "See, this is why webs needs to be part of the Fantastic Four officially!"

Spider-Man took Mr. Fantastic's silence as a way of him telling him to continue. "The fight dragged on, he was still holding back while I tried to find out where the real Mysterio was. He's somehow made all his illusions of himself trigger my spider-sense. Then, suddenly he goes on full serious mode and just like that-BAM!BAM!-whips out his pistol and shoots both of Mysterio's legs.

"I freaked out, he said those were non-lethal shots and were meant to incapacitate Mysterio. I checked, and sure enough they only grazed his legs. Dude's pretty accurate, almost like Hawkeye."

"Highly trained, then?" Reed muttered to himself before saying, "Thank you for sharing this information with me, Spider-Man."

"Uh, no problem?" Spider-Man replied, finding the whole situation strange. "Look, I think you should spend time with your family, especially your kids. It's been, what, two days since you've been bottled up in this lab?"

Reed hung his head in shame, finally realizing that his scientific interests had pushed him away from his family once more.

"Webhead's right, Stretch. Suzie and Franklin are beginning to get worried. Hell, even Johnny and Valeria, too."

Reed sighed before looking up at Spider-Man gratefully. "Spider-Man, I-thank you. For helping me realize that lately I haven't been the best father and husband."

"Hey, glad to help." Spider-Man said before leaping out the window and swinging into the distance.

Reed turned to look at the paused video of the Spartan, his eyes lingering on the armor before he turned to look at Ben. "Thank you, Ben. I-I can't believe that I ignored you all, especially Sue and the kids."

Ben was silent as he craned his head to turn to look where Spider-Man had disappeared into the concrete jungle. Gazing at the colorful and bright city that the darkness could never envelop he said, "Don't thank me, we owe it to the webhead."

New York, Manhattan:

Local Mall, Food Court:

Once Cortana had registered Jerome, Alice, and Douglas as U.S Citizens she had suggested that they come down to New York and experience the wonders it had to offer. John offered to lead them and show them around. But they had to take the armor off of the three and it was quite a long process despite the fact they had Forerunner technology on hand but it was definitely faster compared to using modern UNSC machines. It was the fact that Red Team were outfitted with the MJOLNIR Mark IV that made it a tedious process. The ODSTs and Johnson went back down to New York for whatever reasons they had.

Nonetheless, they were stripped of their armor besides the inner skinsuit they wore beneath the armor. Jerome was revealed to be a brunette with a military cut and had brown eyes. Cortana could already tell that the ladies would already be lining up for this Spartan.

Douglas was revealed to be a brunette as well. His blue eyes along the slight hint of a shaven beard made him seem more ruggish. Cortana could already see the ladies eye him like a piece of candy.

Finally, Alice was revealed to be a blonde woman with green eyes and a beautifully shaped face yet had a dangerous look to her. Cortana could already feel bad for any of the men bold enough to make advances on her.

What each member of Red Team shared was that they looked younger than John, each looking to be in their early twenties.

The skintight suit was easily taken off, in private, of course. While Green set out to update their armor to Chief's current version, the three Spartans had taken the time to shower. Once they were done they got dressed in the civilian clothes that John had left for them, even the undergarments and a bra for Alice. Somehow John correctly guessed their sizes and Red Team found that they fit like a glove. Jerome wore a plain olive shirt and some black pants to go along with it. Douglas had a red v-neck shirt and some simple blue jeans. Alice had a casual green shirt and a pair of brown loose-fitting pants.

Before they left, Jerome requested that their armor would retain the same look, and Green conceded. Soon enough they beamed down into the house that John and the ODSTs resided in. The others were found to do various activities such as Buck reading a book, Johnson watching a sports game on the 90-inch UHD Tv, Romeo snoring in his sleep on the couch, and Dutch and Rookie looking at something on a tablet.

Chief exchanged pleasantries with those who were awake before leading the other three Spartans to the garage where his ride laid.

"I was thinking that you were going drive in what could be considered a modern car in this time, John." Jerome commented as he stared at John's modified Warthog.

"I'm not complaining," Douglas shrugged, already getting in the back. Alice followed Douglas' lead and took a seat in the back of the scout 'Hog.

"You sure we won't get pulled over for this?" Alice asked as John and Jerome got in the driver seat and the passenger seat respectively.

The engine roared like a lion as John started the Warthog. He then looked at the two in the rearview mirror, seeing Douglas and Alice grip the handles that were provided so that there wouldn't be any unfortunate accidents. Spartans could balance just fine due to augmentations but the Spartans could never be too sure.

"I've cleared it with the DMV. So long that there's handles and you're wearing a seatbelt, then we'll be just fine."

"What seatbe-" Alice cut herself off once she saw the seat belt to her left, sitting there casually. Douglas chuckled at the display of forgetfulness, already clipped in his seatbelt. Alice proceeded to clip in her seatbelt and sent a glare at Douglas' teasing smile.

"We ready back there?" Jerome asked his two teammates, eyes scanning their forms in the rearview mirror.

"Yes," Both Alice and Douglas answered.

John had decided that they should eat first before he showed them around. That brings them to now: eating a meal from one of the outlets in silence.

None of the four wanted to speak for the time being. They just wanted to enjoy the food in silence, but with all the constant chatter from the civilians it was quite difficult to. Yet they managed to do so.

Out of the corner of his eye, John saw a brawl between two men about to commence and was just about to get up to intervene when mall security showed up to defuse the situation. Even so, John still maintained visual. Red Team was too engrossed in their dinner-considering it was night time in New York-to take notice of John's behavior.

Mall security seemed to have defuse the situation. John visibly relaxed and continued digging in his meal slowly to savor the taste. Those around them gave the four strange looks since they seemed to take a sip from their soft drink at exactly the same time.

Like the trained soldier he was, Jerome was able to notice small detail that anyone else would have missed. If he hadn't looked up from his drink, then he wouldn't even have noticed it all. The man standing in the middle of the area, people paid him no mind or regarded him strangely. The way the man stood, his form, and the location of his hand meant the man had nothing but malicious intent. He was not about to sacrifice civilian lives just to find out. The others wouldn't have noticed at all since they were facing each other besides John. Only Jerome had sights on this man so far.

When the man went to reach for his concealed gun Jerome wasted no time and getting up. The three other Spartans abandoned their food for the moment and quickly caught up to Jerome, his urgent movements having caught their attention.

This, of course, had garnered quite a look from the surrounding patrons. The murmurs from them became much more audible to the Spartans than ever before. But it didn't matter once the other three also noticed the man had already brought out his gun. Before the man could fire a single shot into the air, Jerome surged forward and tackled the would-be murderer. Yes, Jerome could tell what his intention was and it didn't bode well with him if he had gotten away with it.

The hostile confrontation gathered the attention of just about everyone in the vicinity. The three Spartans laid back and allowed Jerome to handle the situation, but were ready to jump in if the need ever arose.

Blinding flashes and people exclaiming in surprise came from just about every direction, but Jerome ignored it and focused on the task at hand. He moved his head up and found the pistol laying on the floor.

' _Good, he's disarmed, now.'_ Jerome thought, then brought his attention back to the man groaning, stunned.

Jerome wasted no time and delivered a swift yet powerful punch to the man's head that rendered him unconscious. Getting up, he now noticed the food court was deadly silent as everyone looked at him in shock. Much like how John described his time here, Jerome didn't like being in the spotlight, especially without armor.

Then every patron noticed the pistol lying on the floor. The deafening silence slowly turned into an applause. One giant applause for the hero that had prevented a massacre. This was not what Jerome nor the other Spartans were expecting.

Some of them even began whooping, making their gratitude well known.

Meanwhile, John stepped up beside Jerome with narrowed eyes. The cold expression he gave slowly created silence, the cheers and applause dying down.

"What are you doing?" Jerome whispered to John, awkwardly stepping away just a bit.

"Getting a point across," John replied in a stern tone before speaking up in a voice that everyone could hear. "Listen up! I know that this man, my," John struggled to find a word to suit Jerome before settling on one. "Brother saved your lives. But, what if it was someone like Spider-Man? Would he be receiving the same applause as my brother did?"

"Of course not! He's a menace!" Someone shouted out.

"What makes him a menace?" John asked, swiveling around and his eyes landing directly on the man who had spoken, surprising him. "The fact that he operates outside of the law?"

The forty-something year old man audibly gulped before replying, "B-Because h-he is! J. Jonah J-Jameson proves it!"

"Screw that hitler-stache fascist! He spreads nothing but shitty lies!" A young woman retorted heatedly.

"Then why the hell does Spider-Man hide behind a mask?" Someone else argued.

That was when the citizens turned on one another, one side defending Spider-Man and one side against Spider-Man. The Master Chief had enough of it after hearing a barrage of verbal insults and arguments.

"ENOUGH!" John raised his voice, somehow cutting through everyone's voices. His outburst was enough to silence the patrons.

"Whether you think Spider-Man is a menace or not means nothing. Whether you think the Hulk is a monster or freak means absolutely nothing. What matters is that they save lives, not just for the publicity, but because it's their duty. They do it because it's the right thing to do.

"They do it because there are situations in which the law enforcement officers cannot handle. If we're talking about someone like the Punisher then it's a whole different story. But Spider-Man, the Hulk, Daredevil, and the X-Men? They protect you from people like him," John pointed at the unconscious criminal. "Even worse." John saw Mall security approach him and his group to figure out what has the food court riled up.

"If you support these menaces, then why the hell do they hide behind a damned mask?" The same person who previously shouted practically the same thing asked.

John laid his eyes on the individual who spoke out, discovering a blonde in her mid-twenties. He delivered the same cold glare he gave earlier to the man in his forties. The same reaction was fairly the same, except this one was a bit more braver.

"When the mask comes on they're a different person. Under the mask they're just like you, but with superhuman powers or intense training. They aren't without families just like you." John pointed out, then finished in a cold tone, "I hope you all learned something."

With that, John stepped forward to face the Mall security who had laid back to allow him to give the speech. John motioned for Jerome to come forward to help explain what happened. The two security officers nodded understandingly once they heard the whole story.

"We'll take him in," The leader said, motioning for his partner to bring out a pair of cuffs. The man beside him fished for said utility while the leader looked at John with admiration. "I wholeheartedly agree with you. If only people had the same views as you and I."

Douglas and Alice joined John and Jerome as soon as the security officer finished his sentence.

"If only," John concurred with a sigh.

Jerome, Alice, and Douglas couldn't contribute to John's motivative speech since they were a bit out of the loop. They weren't really caught up with this Earth, only glossing over the details during the briefing.

It seemed like forever when the man's partner finally approached the downed criminal and detained him with the cuffs.

"Unfortunately I think this one will get away scot free." The man sighed exasperatedly. "He hasn't done anything wrong, but I'm certain he'll be brought up on charges of putting lives in danger and having a weapon in an area where weapons are forbidden."

"Well, it isn't worth it to sacrifice one life just to put one man behind bars." Alice said wisely, expressing a frown.

"Amen," The security officer agreed. His partner seemed to struggle pulling the man up, causing the leader to sigh before moving to help his partner.

"Who knew you were so passionate about superheroes, John?" Douglas mused with a smile.

"Sorry about that," John apologized. "Once you know everything about Spider-Man you'll understand. Now, I think it's best if we finish our food before I continue to show you around the place."

Red Team couldn't help but agree more, and so all four returned to their table to continue eating. The food court was once again filled to the brim with constant chatter and murmurs, something that the Spartans preferred over silence in such a large area with such a large number of people. They ignored the stares they were given to the best of their ability, subtly eating their food faster in response.

In just a little under an hour they had traveled across the mall to various different stores to obtain or just browse the items. Most importantly, Red Team now had an assortment of clothes that John gladly paid for. All of them avoided any conversation with a stranger if possible. The less attention the better. For them, at least.

John then drove them around the sights of the city, something that he found calming and relaxing. Spartans were good at hiding emotions from other people. Hiding it from each other, not so much.

John could tell that they were in awe as they passed buildings and landmarks that would be considered antiques in their time. They even saw the commercial neighborhood that is Times Square, but Chief refused to drive through there, saying the traffic was much too taxing. Either way, it looked beautiful in the eyes of Red Team. It was now that they felt grateful for Captain Cutter allowing them some R&R. At first they were skeptical and unsure, but all the apprehensive feelings they previously harbored disappeared and was replaced with appreciation.

When John turned the radio in the Warthog on they were instantly hit with heavy metal that they found unpleasant. John quickly changed the station then soothing classical music flowed from the speakers. The Spartans eased themselves and their senses were calmed. All they could hear was what the musical masterpiece that made them content.

It was about one in the morning when they finally returned home. John showed them around the house and Red Team could definitely see which areas had John's personal touch. They kept their volume to a low as to let the ODSTs and Johnson sleep peacefully upstairs. Once John was finished giving a tour of the house they all settled on skimming through the channels on the oversized TV. It was to sate their curiosity, but also hopefully finding something that interested them. They might as well kill two birds with one stone, and so the TV flickered to a news channel where they were delivering stories and information about the Avengers, X-Men, Fantastic Four, Heroes for Hire, and the night vigilantes.

Red Team paid close attention and stored the information in their minds for later use. It was when the news anchor brought up yet another story they began to give John a strange look midway.

"Earlier this night witnesses claimed to have seen the vigilante Spider-Man and one of his rogues take a brawl in the middle of the street. That was not all, however. It appears that sometime during the brawl the unknown Spartan," A low quality image of John in his armor faded into view to the right of the screen, "had joined in to assist Spider-Man. When police arrived they discovered Mysterio trapped in webs and bleeding. It was confirmed that the two gunshot wounds had only grazed each of Mysterio's legs, classifying them as non-fatal."

Jerome, Alice, and Douglas turned to look at John with a look of intrigue.

John pursed his lips, eyes glued to the screen, and explained, "Mysterio was a threat that needed to be neutralized. He was endangering the lives of others. I had to step in to ensure that he was taken care of."

Alice shifted her posture a bit and chose her words carefully, "I see. The lives of others mean well to you, John."

"You won't be able to save everyone," Jerome added, memories of Arcadia came to mind.

"I'm well aware of that," John recalled, endless and hopeless battles resurfacing in his mind. "There are many threats on this Earth-in this...universe that its own protectors cannot easily handle alone. That is why we will defend this Earth as if it is our own."

Douglas nodded with no trace of hesitation. "Whatever it is, we'll follow you, John."

Both Alice and Jerome nodded in agreement. John smiled, his way of showing the Spartans that he appreciated the back-up.

"I'm sure the Captain will follow you as well," Jerome said, patting John's back softy.

John hummed before he and Red Team refocused their attention on the news.

 _Spirit of Fire:_

 _Bridge:_

"Serina," Captain Cutter motioned for the AI to broadcast his voice throughout the entire ship. The entire room watched the Captain in silence, curious as to what he was going to say.

"You're live, Captain."

Cutter cleared his throat before speaking into the microphone, his voice audible in just about every section of the ship. "May I have everyone's attention for a moment, please?"

 _Hangar:_

"Hey," One Marine bumped his buddy's shoulder, pointing upwards. "The Captain's talking."

All activity within the area came to an immediate halt as they listened to the Captain speak.

" _Recently I had the chance to talk to the crew of the lone UNSC vessel that we've found. After going into great detail, I am pleased to say that we have won the war!"_ Captain Cutter's voice held pride, pausing for a moment to allow everyone aboard the ship to cheer.

" _Yes, the crew of the ship now classified as the Forward Unto Dawn had endured and came out top in the war. However,"_ the Captain's voice dropped to a sigh, concerning the crew.

" _We face a new challenge, men. Earth is practically in front of us as we speak, but don't break into cheers yet. This is not the Earth that we are sworn to protect."_

Murmurs of confusion spread across the entire ship, some even nervous to know what the next few word were going to come from the Captain.

" _There are no defense platforms, there are no defenders beside us the and Forward Unto Dawn, and most of all there is no UNSC."_

"What the-?" One crewman uttered.

"WHAT?!" Someone shouted in outrage.

"Where even are we?" A Marine asked himself.

Outrage, confusion, bewilderment, and a slight hint of fear were the reactions of the Spirit's crew.

" _Men, we now live in a word where we have superhumans, aliens, and supervillains. Welcome to the 21st century,"_ Cutter sighed defeatedly before continuing, " _However, we will not be facing this alone. The Forward Unto Dawn's crew is adjusting themselves to the era, and we will work,"_ Cutter began to raise his voice at this point. "Side by side!" Even more.

"Shoulder to shoulder!" Even louder and prouder.

"And arm in arm to show that Earth won't go down without putting up one helluva fight!"

"OOH-RAH!" The entire hangar chorused, exploding with cheers and manly whooping.

 _Bridge:_

"OOH-RAH!" The bridge chorused, Cutter being able to hear the faint chant just behind the door, bringing a proud smile to his face.

Serina looked at Cutter with an impressed look. "Quite the morale boost," She remarked.

Anders walked in wearing her lab coat and her hair tied into a bun, looking mildly annoyed from all the exponentially loud whooping.

"Anders, nice of you to join us." Serina greeted pleasantly.

Anders took a step forward and stood right beside the seated Captain Cutter. She looked and Serina and regarded her strangely. "You look more healthy, what gives?"

Captain Cutter rested his chin on the palm of his hand, cutting out the broadcast, and answered, "She's been repaired by our friends on the Forward Unto Dawn."

Anders looked down at Cutter with widened eyes. "How?"

"Not just repaired," Serina cut in, smiling. "I would say I was given a complete overhaul. I feel much better, now."

Ignoring Serina's newfound bubbly personality, Cutter answered the question with a small smile, "You know those advanced mechanical beings we encountered on the Shield World?"

Anders nodded, recalling the memory. "Yeah, why?"

"Apparently they have those same beings on their ship, and one of them was interesting. I believe his name was Green bias and he was a monitor of one those Forerunner worlds."

"So that's what they're called?" Anders mused to herself while Serina listened intently.

"They also have Covenant Engineers," Cutter said casually, shocking Anders.

"What?!" Anders exclaimed.

"Don't be too alarmed, Anders. They're on our side this time." Cutter assured the alarmed professor.

"The Engineers were...quite adorable." Serina admitted with a notable smile. "In fact, one of them helped me become what I am now."

"An overexcited child, yes." Cutter sighed in jest.

"Hey!" Serina, protested before realizing that she did act like one. "Oh…"

"In all honestly I think those things were harmless to begin with." Cutter gave his own two cents. "I have a feeling they were enslaved by the Covenant. All they wanted to do was help."

"Yes, I kind of got that feeling from them too." Serina agreed after recovering from his childish antics.

Anders took a moment to digest and process all the information she was given before nodding in finality. She turned to Serina and asked, "So, what was that favor you asked for?"

That was when Serina appeared crestfallen for a brief second. The guilt she had was overwhelming, recent events came crashing back. She began with an unexpected apology.

"I-I'm sorry…" Serina trailed off.

"What for?" Captain Cutter leaned in closely.

"I-I failed, Captain. The curiosity and knowledge, I craved for it. I almost put the entire crew in jeopardy." She said sorrowfully. Memories not too long ago came back to her. Observing the infected Maldini and allowing the parasitic life form to produce more infection forms, crew members being awoken from cryostasis only to be infected, everything. If she hadn't snaped out of her mindless curiosity state and hadn't woken up Anders and Jerome the ship would have fallen. Her rampancy had almost costed the entire crew, and that hurt her. Even with her being rampancy free she still didn't entirely trust herself.

"Serina, what happened _happened._ " Anders sighed. "It was beyond your control, and it was bound to happen sooner or later."

Cutter remained confused as to what had transpired earlier. "What exactly happened?"

"We had a breach. Somehow those parasites managed to stay hidden-the point is that it's been dealt with." Anders explained, but went straight to point once she noticed how uncomfortable Serina looked.

Cutter nodded understandingly. Whatever happened to Serina had affected her greatly that much he could tell.

"I won't pressure you into telling me, Serina." Cutter sighed, rubbing his face triedly. "But I'm going to need an answer soon to explain the mess." Cutter motioned his head in the direction of the COMMS where some crewman reported of an unknown bloody mess.

Serina was never more relieved that she ejected all the specimens into the vacuum of space.

 _New York:_

 _Rikers Island Maximum Security Penitentiary:_

Eddie Brock mindlessly played catch with himself using the wall in his confined and highly secured cell. It wasn't easy at first, but he managed to drown out the crazed and maniacal laughs from the cell next to him, belonging to one Cletus Kasady.

Both were without their symbiotes, having been destroyed in their confrontation with the Spartan and his ODSTs. It was their surprise and unpreparation of an unexpected arrival that lead to the Sinister Six's downfall.

Usually Venom and Carnage wouldn't be working together during that time, but Doctor Octopus united them under a single objective: destroy Spider-Man.

It would've been easy, too easy. The Sinister Six...could have-scratch that, Eddie thought. They _might_ have stood a chance against Spider-Man and the Human Torch without the intervention of the Spartan and his four companions.

Eddie sighed as he caught the ball with ease, half of him was on what S.H.I.E.L.D considered a bed and the upper half was drooping on the floor. He stared at the darkness that is his ceiling, wondering how he would get out of this predicament.

The small window that could be slid open from the outside suddenly opened to reveal a S.H.I.E.L.D agent decked in blue armor and wore a full-face helmet and what seems like a gas mask with goggles that looked like blue fluorescent lights.

The bright blue lights emitting from the reinforced cell door gained the attention of Eddie Brock. Making himself stand up, he approached the door cautiously. He always thought they looked more like soldiers than agents, but then again they could basically be the same thing.

"What do you want?" Eddie asked bitingly, glaring at the light blue fluorescent lights for goggles.

The man, or woman, just silently stared at Brock. Eddie could've sworn this person was holding a staring contest just for the fun of it.

"Oh, hahah _ **ahahahaHAHA! This FEELS MUCH BETTER!**_ " Eddie heard Cletus cackle, his voice deepening and becoming more sinister. Almost as if he had the-

"Symbiote?" Eddie Brock finished the thought aloud, looking puzzled. Suddenly, the agent produced a medium-sized vial and somehow managed to slide it through the small window. Eddie just barely caught it before it smacked the ground. Bringing the item closer to the light the supposed S.H.I.E.L.D agent was emitting, he finally saw what was in it: his symbiote.

"H-How? It got destroyed?" Eddie wondered to himself for only two seconds before looking up and delivered a malicious grin aimed at the agent. He faintly heard the agent murmur to himself in a male voice, ' _Hail -YDRA'_ but he didn't really care.

Eddie gently opened the vial, producing a slight hiss in the process. The symbiote eagerly slithered out and began consuming Eddie starting with his hands.

"Oh-ho-ho...we _ **'re back…**_ "

 _ **A/N: Sorry to disappoint you all but here's the end. Please leave a review and please be honest. I want to make sure most of you enjoy it and I want to know from you guys on how I can improve.**_

 _ **Next chapter begins the untitled Web of Shadows arc. There will be some twists to it and the Spirit of Fire, Forward Unto Dawn, and Marvel's heroes face the symbiote invasion.**_


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